The Fast and the Spurious
by phylogeny
Summary: The Miniversal Corporation has its sights set on Higher for Hire's land.  Things get even more complicated when Baloo quits his job to follow his dream of becoming a professional air racer.  How will the Tale Spin gang be able to cope?  Part 2 of 4.
1. Plans come together

**The Fast and the Spurious**

**Chapter One.**

**A Lonely Desert**

_The third to last day of our vacation, _Kit Cloudkicker thought, _and we're spending it in the middle of the desert. _

He and Baloo Bear had been flying for hours through the most remote region of desert Kit had ever seen. There was nothing around but sand dunes stretching endlessly into the distance. The only things that provided a bit of variety were the rock formations scattered throughout the dunes. They were all formed from the same rust-colored rock but came in all shapes and sizes, from towering monoliths to small boulders.

Kit was bored and trying to find some interest in these formations, when Baloo's voice interrupted him.

"Kit, how much farther to Raceville?" Baloo sat in the pilot's seat a few feet away from Kit. He had a genuine look of concern on his face as he addressed his navigator. "We've been flying for over an hour and I haven't seen anything but rocks and sand!"

Glad for something to do, Kit pulled his head back into the cockpit. After replacing his blue baseball hat back onto his wind-blown top, he spread a map onto his lap and looked carefully at a complicated-looking glass-encased mechanism on the dashboard. It only took him a few seconds of glancing back and forth between the two before he answered. "Don't worry," Kit said. "According to the gyrocompass it should be about twenty minutes away."

"Good!" Baloo said. "I can't wait to hit the races!" He breathed a sigh of relief. He knew Kit's navigation skills were as good as gold. If he said they were going to be there in twenty minutes, that was how long it was going to take.

Of course, having state-of-the-art navigation equipment didn't hurt either. Baloo reached up to the dashboard compass and gave it an affectionate pat, feeling the cool metal beneath his paw. The compass was brand-new, unlike most things in the plane, which Baloo usually kept in a sorry state of clutter. Empty soda bottles and used napkins littered the floor. Kit had once found a sandwich in the glove compartment so old it had become mold than bread.

"Good thing Wildcat was able to install this brand-new gyrocompass in the Sea Duck before we left," Baloo said, referring to his mechanic. "We'd be lost out here without it."

"Yeah," Kit said. "Ever been to Raceville before, Papa Bear?"

"Nope," Baloo answered. "But I've heard it's great! We're talking shows, hotels, restaurants, casinos! Two days of nothing but fun and relaxation before we have to go back to the salt mines!"

"Sounds like fun."

"Yeah, but I didn't even mention the best part. There's-"

Kit suddenly sat bolt upright and pointed straight out the windshield. "Baloo, LOOK OUT!"

A green biplane, about three-quarters of the size of the Sea Duck, had somehow stumbled into their flight path and was headed on a collision course straight for them. With lightning reflexes, Baloo pushed the steering wheel hard to his left as far as it would go. The Sea Duck went into a roll that almost put her up on her side. The errant biplane whizzed by, passing underneath the passenger-side wing. It was so close that Baloo and Kit could clearly see its pilot, a large bison sporting flight googles. He seemed quite focused on where he was going, and was rather oblivious to the fact that he had nearly crashed head-on into a yellow seaplane. Without looking up at the Sea Duck or slowing down, he sped on and was by them in a flash.

As the Sea Duck righted herself, Kit breathed a sigh of relief. "Whew…that was close." His relief died instantly when he happened to glance out the windshield again. "Omigosh!" he blurted. _Five_ more planes, coming from the same direction as the first, were headed toward them.

"Hang on!" Baloo announced, and pushed the control stick forward. Kit gripped the armrests of his chair tightly as the Sea Duck went into a steep dive. She dropped a hundred feet in an instant, out of the path of the oncoming planes, which zoomed by overhead. They were all different makes and models but all were sleekly designed; a couple of them had racing stripes down the side. Each plane passed by without slowing or apologizing, just as the first one had done, then receded into the distance.

Kit searched the sky frantically, fully expecting there to be more bogeys headed towards them. He saw nothing; that had been the last of them. When he was sure they were safe, he managed a look over at Baloo and was surprised to see the big bear was smiling. The near-crash had obviously not fazed him. "What was that all about?" Kit asked.

Baloo was grinning from ear to ear. "An air race, kiddo!" he said excitedly. "Raceville is one of the best cities in the world for air racing! All the top pilots in the world come here to compete!"

"An air race?" Kit looked at the planes travelling in the distance and saw they were indeed following a racecourse-like path through the desert. The planes were trying to overtake each other, and they swarmed about each other like mosquitoes as they did so. Kit watched the racers with great interest. When he spoke again, he seemed to have completely forgotten about the near-death experience they had only seconds before: "Man, that looks like fun. I want to do that someday!"

Baloo's gaze was also fixated on the racers. "Yeah…I know what you mean," he said.

"Think you could be a racer, Baloo?" Kit asked Baloo. He asked the question playfully, making it sound like a dare.

Baloo glared at Kit. "I _know_ I could, Kit!" he snapped. He saw Kit was taken aback by his reaction, and he silently scolded himself for being too defensive. He knew he could get touchy at times – especially when someone questioned his ability as a pilot. Making sure to tone down his voice, he explained himself. "When I was younger I actually did some racing for a bit. I even won a few competitions,"

"Really?" Kit said. That was news to him. Baloo often told stories about his life from before they met, but he had had so many adventures as a pilot that practically every week Kit would learn something new about his "Papa Bear." It seemed like he had been everywhere and done everything.

"Yeah! Man, those were great times! Traveling the world...coming and going as I pleased...not a care in the world!" Baloo grinned broadly as he recalled the memories. Then reality visibly took hold of him. Baloo's face fell and he let out a mournful sigh. "Of course, then I lost the Duck, so now I'm stuck workin' for Becky till I get her back!"

Being foreclosed on and losing ownership of his plane (and his business) to Rebecca Cunningham was the single most regretful moment of Baloo's life. It had forced him into doing the one thing in life that he hated most: work. He had been flying cargo for Rebecca for more than a year now, trying to save up enough money to buy the Sea Duck back from her. But he still hadn't even saved a fraction of the amount he needed; most of the money he earned went straight into the coffers of a certain eating establishment. His money-saving habits (or lack thereof) were a big reason he had gotten into his situation in the first place.

Baloo sighed as he patted the dashboard of the Sea Duck. While he kept the plane messy, she was the most important thing in the world to him. "Man…if only I had the dough," Baloo said wishfully. "I'd buy back the Duck from Becky and just fly!" His expression became visibly annoyed as he thought of his boss. "You know what a drag it is to work for her every day?" He mocked his boss's voice: "'Baloo, do this!' 'Baloo, do that!' 'Baloo, you're late!' It's enough to drive a fella stark ravin' mad!" He turned to Kit for justification.

Kit just shrugged. He had heard this line of complaint before from Baloo and didn't want to take anyone's side. The fact was Kit actually liked Rebecca – other than Baloo, she was one of the few adults who had ever been kind to him. At the same time, Kit knew she and Baloo had their differences. They could be friendly toward each other at times, but that was the exception, not the rule. Kit tried to appease Baloo with the most neutral statement he could. "You gotta earn a living somehow," he said noncommittally.

It seemed to work. "Eh, you're right, Kit," Baloo said. "No point in ruining our vacation talkin' about work." Baloo put the plane on auto-pilot, leaned back in his chair, and kicked his feet up onto the dashboard. "Let's just sit back and enjoy ourselves!"

This time Kit was in complete agreement.

**Higher for Hire**

Hundreds of miles away, Rebecca Cunningham was sitting in her office, carefully focused on typing numbers into an adding machine. She was doing the monthly close of business. Having to close the accounting records every month was probably Rebecca's least favorite part of owning her own business, but over the last year she had developed a careful system to make the process less painful. The system consisted of organizing all the month's invoices and receipts into neat stacks on her desk. Each stack was meticulously organized so she could find what she needed instantly.

A few feet away on the floor of Rebecca's office, Molly, Rebecca's five-year old daughter, was focused on a task of a different sort: she was trying to decide whether her Lucy doll looked better in a pink dress or a blue dress.

_One last number_, Rebecca thought,_ and I should be done_. She keyed the number in, added it to the rest, and grinned broadly at the result. "Hooray!" she exclaimed. She clapped her hands and jumped to her feet, almost knocking over all the carefully organized papers on her desk.

Molly looked up from her doll, startled. "Mommy? Are you okay?"

"Better than okay!" Rebecca joyously bounded over to her daughter and swept her up in her arms. "I just finished balancing the books and we just had our most profitable quarter ever!"

"Wow! Does that mean we're rich?"

_I wish_, Rebecca thought to herself. "No, not yet, pumpkin," she answered her daughter. "But Higher for Hire does have a little extra cash for once. I need to figure out what we're going to do with it!"

"I know!" Molly said excitedly. "We could buy the Frosty Pep factory! Then we could have Frosty Pep whenever we want!"

Frosty Pep was Molly's favorite brand of ice cream. Rebecca chuckled. Her daughter was already a corporate raider in the making. "We don't have quite enough for that," Rebecca said. "But it's a good suggestion!"

As she put Molly down, Rebecca realized that while Molly's suggestions were silly, she herself didn't have any idea what she was going to do with the money. As sad as it was to say, she had never found herself in this situation. This was literally the first quarter since she bought the business that it had ever turned a profit- and Rebecca considered it a minor miracle that she had even gotten to this point. When she purchased Higher for Hire from the bank over a year ago, it was in terrible shape. It had taken all of her business knowledge and ability to right the ship, a process that was still taking place. But what to do with the money? "Hmm…" Rebecca thought aloud. "I could just I _could_ just put it in a savings account... but it wouldn't earn very much interest... Hmm..." Her voice trailed off as she became lost in thought.

Molly had already found something else to interest her. She balanced herself on a footstool, trying to reach the dial of the radio on Rebecca's desk. She clicked the radio on. "Time for Danger Woman!" she announced, hopping down from the footstool.

A radio announcer's voice filled the room. "Faster than a speeding rocket! More powerful than a 500 pound gorilla! Able to-" A second voice cut him off: "We interrupt your regularly scheduled program to bring you this breaking report!"

Molly's face fell. "Awww, but I want to listen to Danger Woman!" she complained. She clambered back onto the footstool to turn the radio off, but her mom stopped her.

"Hold on, sweetie. Mommy wants to hear this."

The second announcer continued: "Khan Industries has just announced plans to build a massive new shipyard just three miles north of Cape Suzette Harbor. The stock market has shot up as a result. Khan Industries' stock is up over fifty percent in response to the news!"

Rebecca's mouth fell open. "Fifty percent?" she repeated, astonished.

"The news also drove the general stock market up; all the major indexes are up three percent. Mr. Khan and his investors are sure to earn huge returns!"

A light bulb went off in Rebecca's mind and she snapped her fingers. "That's it!" she declared, turning the radio down.

"What's it?" Molly asked.

"I've just figured out what I'm going to do with Higher for Hire's extra cash. I'm going to _invest_ it!"

Molly, the future financial wizard, was baffled. "Huh?"

"It works like this," Rebecca explained. "First you find an investment fund or money manager, then you give them your money and they invest it for you!"

Molly pondered this. "What happens to the money after it's inv…invest…"

"In-ves-ted," Rebecca enunciated. "After it's invested, it grows over time." She paused and added, "Uh, usually."

Molly's eyes widened. "You mean you could _lose_ money?"

_She's pretty smart for her age, isn't she? _Rebecca thought to herself. She hesitated before answering. She didn't want her daughter to think she was throwing money away – after all, she was an experienced businesswoman who knew what she was doing - but what Molly just said was technically true. "Well, yes."

Molly frowned and looked at the doll she was holding. "I don't like that idea," she said, avoiding her mom's eyes.

Rebecca was quick to reassure her daughter. She leaned in closely to speak to her. "Oh honey, taking risks is just part of business! You can't make money without risking some of it first! After all, I spent a lot of money to buy this business...and look how much it's paying off right now!"

For a moment, Molly looked confused, but then seemed to understand. "I guess so," she said. "Okay, mommy!" She hugged her mom's leg in a show of support.

Rebecca decided to start her search for a money manager right away. She strode to her desk, removed a phone book from a desk drawer, and began to flip through it. "Let's see…money managers, money managers," she muttered, scanning through pages. "Here it is!" She placed the phone book open on her desk. The listing of money managers was not very long, only about half a page. That was okay. She only needed one – as long as he was good. Rebecca scanned through the listings. _Maybe I can make a few calls and meet with some of them this afternoon, _she thought.

Just then the front door of the office slammed open and Wildcat ambled in.

Molly perked up instantly. "Hi, Wildcat!"

"Oh hi, Molly-cat," Wildcat answered politely. There was an awkward pause; the distraction had caused Wildcat to forget why he had entered the office. He thought for a while, then finally remembered. "Oh yeah," he said. "Hey, Miss Cunningham, I finished loading all the cargo for this afternoon…no, wait, I missed one." He had noticed a large crate sitting all alone in the middle of the office. The skinny feline grunted as picked up the heavy box and carried it outside. Rebecca and Molly followed him.

Outside it was midday. The harbor and its surrounding businesses were alive with activity as usual. A bulky gray cargo plane sat next to the dock where the Sea Duck was normally parked. Its cargo hold was open. Molly and Rebecca could see that it was half-full of crates just like the one Wildcat was holding. Wildcat started down the dock, struggling to carry the box over to the plane. Since he was the only Higher for Hire employee besides Baloo who knew how to fly a plane, he had taken the responsibility of making deliveries while Baloo was on vacation. He wasn't really the best pilot; Rebecca was sure her blood pressure and heart rate had been elevated significantly over the last week. Fortunately the plane was only a rental.

Rebecca called out to her mechanic. "Wildcat, can you please not mix up the destinations like you did yesterday. Remember - the shipment of pillows is going to Inn Somnia and the expensive crystal glassware is going to Walla Walla Bing Bang!" She paused when saw the crate in Wildcat's hands. "Wait…which one is in that box?"

Wildcat carelessly tossed the crate into the plane. It disappeared into the cargo hold and Rebecca grimaced as she heard the crash of shattering glass.

"Sounded like the expensive crystal glassware," Wildcat answered sheepishly.

Rebecca buried her face in her hands as Molly giggled.

"Don't worry, Miss Cunningham," Wildcat said reassuringly. "They won't be able to tell that one's broken 'cause I loaded all the boxes like that."

Rebecca let out an exasperated sigh. "Wildcat," she said as politely as she could, "I do appreciate you making our deliveries while Baloo is on vacation. But you really need to be more careful!"

"Sorry, Miss C." Wildcat slammed the door of the hold shut and started for the cockpit.

"Now fly safely," Rebecca said. "You're my only pilot while Baloo is gone. And please take care of that plane, too. It's rented!"

Molly ran down the dock after Wildcat. "Can I come, Wildcat?" she asked excitedly.

Wildcat turned to face the tiny bear cub as he opened the cockpit door. "Sorry, Molly. I don't think your mom would like that. But I'll be back later this afternoon." He climbed into the plane and shut the door. The plane's engine rumbled to life and the propellers started to whir. Wildcat's head appeared in the pilot's side window, and he gave Molly and Rebecca a friendly wave as the plane started to move. Molly waved back enthusiastically.

"Don't worry, Miss Cunningham!" Wildcat shouted. She could barely hear him over the buzz of the engines. "The cargo's safe with me!"

"Wildcat, wait!" Rebecca called out. "Did you remember to lock the cargo hold this time?"

Wildcat didn't hear her. He had already turned away and the plane was taxiing through the water, picking up speed. The plane lifted out of the water but did not climb fast enough, clearing the mast of a sailboat in the harbor by just a few feet. Once airborne, the plane circled the harbor and headed for the opening in the cliffs surrounding the city. But halfway before it got there, Rebecca saw the door to the cargo hold flip open. She watched in disbelief as an avalanche of thirty or forty crates came tumbling out of the plane. A flurry of seagulls took flight and headed for cover as the crates landed in the harbor in a cascade of spectacular splashes.

There was an awkward silence.

"Uh-oh," Molly said softly. "His cargo went bye-bye."

"You know, Molly," Rebecca said, "I never thought I'd actually want Baloo to come back sooner from his vacation...but I think I do!"

**Miniversal Corporation Headquarters**

The second-tallest building in Cape Suzette, dwarfed only by Khan Tower, housed the headquarters of the Miniversal Corporation. The boardroom of the company was located high up in the skyscraper, on the fifty-seventh floor. The room was closed all day for a meeting; only members of the Miniversal Corporation's board of directors were allowed inside. Employees who passed by the closed doors of the boardroom could hear angry yelling from inside, which caused them to walk faster to get to where they were going.

The angry voice was that of Miniversal's CEO, Mr. Sultan. The second-wealthiest tiger in the world pounded his fist on the boardroom table, causing the expensive paintings lining the walls to shake. The twelve well-dressed corporate types seated on either side of the table shifted uncomfortably in their seats.

"This is unbelievable!" Sultan shouted. How could you all let this happen? What do I pay you for?" He threw down a copy of that day's _Cape Suzette Herald _onto the table. The headline declared: "Khan Breaks Ground on Shipyard, Stock Breaks Records!"

The youngest member of the board, a lion named Malcolm, spoke up nervously. "Sir, we're all sorry, but Khan kept the plan secret until it was announced today! _Nobody_ knew except him!"

Sultan glared at the junior board member. "I don't want excuses," he said, lowering his voice. "I want solutions." Earlier in the day he had asked Malcolm to do some research on Khan's plans. "What do we know about this new shipyard of Khan's?" he asked.

Malcolm stood up. "Well…I've run some projections, and we estimate Khan's shipyard will be finished within the year. We could be looking at a loss of…" -Malcolm gulped visibly – "…two or three million per year."

Sultan pounded the table with his fist again. "Curse him!" he said in disgust. Sultan's dislike of Khan was well known among the board members. "I've watched us lose market share to Khan every year since I became chairman! We're always coming in second to him. Now this. If Khan manages to horn in on our shipping business in Cape Suzette it'll kill us. We need a plan."

No one said anything.

"Well?" Sultan said, his voice beginning to rise again. "Does _anyone_ have _anything _resembling to a plan of action?"

The board members braced themselves for another assault on their eardrums, but then a skinny leopard at the corner of the table unexpectedly stood up. It was Perry, one of the senior members of the board. "Sir," Perry said, "I may have a viable plan."

"Go on."

Perry pulled several cardboard tubes from underneath the table. From these he removed several sets of blueprints, which he spread out onto the table for all to see. The board members murmured amongst themselves. The blueprints seemed to show some type of construction to be done in Cape Suzette Harbor. The Cape Suzette cliffs and the bay could clearly be seen in the drawings.

Perry stood next to Mr. Sultan and put his finger on the drawing of the bay. "This is Cape Suzette Harbor a year from now," he said. He moved his finger a bit farther down the paper, where all the construction was. "And _this_ is Miniversal's brand new shipyard!"

Sultan raised an eyebrow. He seemed calmer now, and very interested in what Perry had to say. "You're proposing we build a shipyard of our own? Interesting."

Malcolm spoke again. "I beg your pardon, Mr. Perry... but is the market big enough to support two shipyards in this region?"

Perry grinned devilishly. "_No_, it's _not_! That's the beauty of my plan! If we build _our_ shipyard in the right spot, ours will flourish and Khan's will fail! That's why I've selected Cape Suzette Harbor. It's located in a prime spot right next to the cliffs. Nobody will want to sail the extra three miles to Khan's shipyard."

"Are you forgetting Cape Suzette Harbor is all owned by small businesses?" Malcolm protested. "How can we construct a shipyard there if we don't own the land?"

Perry shrugged nonchalantly. "We'll just have to buy up all the property," he answered.

"Buying land from that many owners could take forever!" Sultan said, getting impatient.

"That's right," Malcolm agreed. "There's dozens of businesses in that area. What if some of them didn't want to sell? And, even if they did, do you have a clue how much all that land would cost?"

Sultan answered for Perry. "Millions." He turned to glance out the large picture window of the boardroom. Khan Tower could clearly be seen in the distance, rising above the sprawl of the city. "I imagine Kahn had the same problem." Sultan mused. "It's probably why he's not building there."

Perry was quite annoyed with Malcolm. The young upstart was clearly trying to discredit his plan in front of the boss. _Who does he think he's dealing with here?_Perry thought bitterly. The fact was he had already considered the cost and scope of his plan. He had already come up with a way to acquire the land that would be quick and wouldn't cost millions - but the other board members didn't need to know that right now. The important thing was, if his plan was successful, it would make Perry look like the savior of the company – and hopefully give him all the perks that entailed. But none of that would matter if Sultan rejected his plan. Thanks to Malcolm, Perry could sense the CEO was already losing interest in it. He had to act decisively.

"Sir," he said, raising his voice just a little, "With all due respect, I think we're out of alternatives here." He was relieved to see that Sultan did not argue with him, but just stroked his chin thoughtfully. "I can make it work," Perry continued, trying to sound convincing. "Just give me some time to get the land."

Finally Sultan sighed in a relenting way. "Fine," he said. "You have three weeks to acquire the land. No more."

Perry bowed his head slightly. "Thank you, sir. You won't regret it. Now if you'll excuse me, I have some phone calls to make."

"Very well. Meeting adjourned."

Grateful that the meeting was over, everyone stood up and began to leave.


	2. A new city

**Chapter Two.**

**Raceville**

It had been about an hour since Baloo and Kit had landed in Raceville. The city was completely different from any they had seen on their delivery runs. What struck them the most was its combination of size and location. Raceville wasn't a huge city, only about a quarter of the size of Cape Suzette, but it was surprising that even a city of that size could support itself in the middle of the vast desert. The city was active for its size too. With all the races going on, planes were constantly taking off and landing, making for a constant bustle of activity. Baloo and Kit wondered how many of those pilots actually lived in the city, and how many were just here to catch a few races like they were.

The other thing that struck them was how run-down the city looked. Most of Raceville was completely dilapidated. A good portion of the buildings had fallen into disrepair and were covered in sand. The city didn't even have paved roads; they were all made of dirt and sand. The only part of the city that actually looked well-cared for was the main commercial strip. Casinos and hotels lined that street, their lights glimmering brightly even in the daytime.

After landing and grabbing a quick bite to eat, Baloo and Kit were eager to catch the next air race. While they were tired from travelling, it was only early afternoon and they had a ton of things on their to-do list. Next to the airfield where they landed there was a ticket window sporting a long line of people. Baloo and Kit stepped to the back of the line.

Baloo tapped the shoulder of the pig standing closest to the rear. "Excuse me…is this the line to buy tickets for the next air race?"

The pig turned around. "Yeah!" he snorted enthusiastically. "I got two hundred shaboozies riding on Amelia Airhead!" He waved a fistful of greenbacks in Baloo's face. "Who do you got?"

"Oh, me and the kid are just here to watch the race, we're not putting down money down or anything."

The pig didn't seem to understand. "Huh? How can you not put any money down?"

"I'm not really a gambler."

The pig was perplexed. He stared openly at Baloo, amazed. "Now I've seen it all!" he exclaimed.

Baloo was confused. He didn't see what was so unusual. He looked uncomfortably at the pig staring at him. "Man, take a picture, it'll last longer," he murmured.

"Hey everyone!" the pig called out. "Check it out! These guys say they're not going to put any money down on the race!" People who had been standing in line began to form a small crowd around them.

Kit noticed that almost all of them carried money in their hands just like the pig, and had the tough appearance of hardened gamblers. He instinctively took a step closer to Baloo. "Gee Baloo," he whispered, "this place has more gamblers than Pair O' Dice Island!"

"What's goin' on here?" came an authoritative drawl. A skinny, shifty-looking weasel dressed in a brown overcoat elbowed his way through the crowd to get to Baloo and Kit. He didn't need to expend too much effort, as the crowd seemed to part for him. The crowd went silent as the weasel faced Baloo and eyed him suspiciously. Then he glanced down at Kit and gave him the same look. Finally, he broke the silence. "Are y' guys causin' trouble in my town?"

"Your town? " Baloo said, laughing. "Who do you think you are, the sheriff?"

The weasel leaned closer to Baloo and thrust the badge attached to the front of his overcoat in Baloo's face, almost knocking him over. "Exactly!" he snapped.

"Oops," Baloo said quietly. He gazed in amazement at the weasel. He was possibly the most unlikely figure of authority he had ever seen. His appearance was no different from the rest of the gamblers and bookies in the crowd.

The sheriff crossed his arms. "Y' guys know the rules. Y' owe a hundred dollar fine. Pay up!"

Baloo's eyes widened. "A hundred bucks? For what?"

The sheriff waved his hand at the crowd that had gathered around them. "Disorderly conduct n' disturbin' the peace."

"_What_?"

The pig gambler spoke up in a sympathetic tone. "Aw, Sheriff, why don't you cut these guys a break. They're obviously new in town. Heck, they're not even gamblers. They didn't know the rules."

"Yeah - we're just here on vacation," Baloo pleaded. "A hundred bucks is almost all we got!"

The sheriff, unmoved, shook his head. "That ain't my problem. And if y' keep protestin', I'll slap on an extra two hundred dollar fine for talkin' back to me! Now hand it over," he said, extending his open palm.

Baloo couldn't believe how serious the sheriff was. He was trying to figure out how he could possibly talk his way out of the situation when he heard a familiar voice from within the crowd. "Move over!" it was saying. "Step aside! Get out of my way, you big oafs!" The voice was coming closer.

For some reason the voice made Baloo's skin crawl. He felt slightly angry just from listening to it. _I know that voice, _he thought. _Who is that? _He racked his brain, then suddenly recognized who it was._ Oh, no! "_Kit, if I didn't know better, I'd say that sounded like-"

The crowd parted a little and a small green bird, his wings flapping, flew through the part towards Baloo and Kit. The bird glided towards Kit and landed expertly on the shoulder of his sweater. He was a lime-colored parrot dressed in a suit, tie, and top hat.

Kit recognized him instantly. He broke into a wide grin. "Ignatz!" he exclaimed.

"Kit, old buddy!" Ignatz answered with equal enthusiasm. They shared a quick hug, Ignatz embracing Kit's neck with his wings while Kit gave him a friendly pat on the back. When the greeting was through, Ignatz flew down to the ground in front of the sheriff and faced him. Although Ignatz was a good twenty times or so smaller than the weasel, he spoke boldly to him. "What seems to be the problem here, sheriff? You're not trying to shake these guys down, are you?"

To Baloo and Kit's surprise, the sheriff seemed to back down. "Er…of course not, Ignatz. I didn't know they were friends of yours," he said. His facial expression clearly showed he was disappointed that Ignatz had arrived on the scene.

"Well, they are," Ignatz said. "I'll vouch for them. Now if you'll excuse us." Ignatz stared harshly at the sheriff.

For a moment the sheriff seemed to ponder escalating the situation, then decided it wasn't worth the effort. "All right," he drawled. "I'll let yer friends off easy this time. But make sure they stay outta trouble." He turned away from Baloo and Kit and saw the crowd looking at him. "What are y'all lookin' at?" he snapped, as if to take out his frustration. The crowd murmured obsequiously as they dispersed and fell back into line. The sheriff stalked off and went about his business.

Kit looked thankfully at his old friend. "Boy, are we glad to see you."

"The feeling's mutual, Kit. I was in the area, saw the crowd, and decided to check out what all the commotion was. Then I saw you two. Of course, I saw Baloo first." Ignatz thrust his wing out to point at Baloo's considerable belly. "That thing can be seen from space!"

Baloo hadn't felt so insulted since…well, the last time he saw Ignatz. The two had a history, after all. Completely forgetting how Ignatz had just bailed him out, he started toward the bird menacingly. "Why, I oughta-"

"Baloo, be nice!" Kit cut in sharply.

It took all of Baloo's conscious willpower to restrain himself. Grudgingly, he cleared his throat and addressed Ignatz through clenched teeth. The words came out very deliberately, like one-word sentences. "What. I. Meant. Was. Good. To. See. You. Too. Ignatz. And…uh, thanks for getting that sheriff off our backs." He immediately looked away and hoped he wouldn't have to address the bird again.

Kit nodded approvingly. "Is there a fine on everything around here?"

"Unfortunately, yes," Ignatz said. "That crooked sheriff is so greedy he'd give a ticket to his own mother. He'll invent any fine or excuse just to get a few extra bucks in his pocket. But forget him. I haven't seen you two since I left Cape Suzette! What brings you to Raceville?"

"We're on vacation," Kit answered.

"Still delivering cargo, huh?"

"Sure am. But what about you? What are you doing here? And where did you get those serious threads?"

Ignatz pulled on the collar of his impeccably pressed three-piece suit. "You like these, huh? I just bought them. Extra-extra-extra small! Anyway, I live here now." He pointed at a hotel on the main strip that could be seen in the distance. "That's my hotel, over there."

"That's where you're staying?"

"No, kid. I mean that's _my_ hotel. I own it."

"What?" Baloo and Kit chorused simultaneously.

"Ignatz's Hotel and Casino, I call it," Ignatz said proudly. "The best digs in all of Raceville, if you want my opinion."

Baloo cut in with a dismissive wave of his hand. "He's pulling our leg, Kit. There's no way this flea-bitten feather duster actually owns a hotel!"

"Jealous, are we? " Ignatz cackled. "Well mister, it just so happens that I do own it! And if you don't believe me..." He reached beneath his suit and pulled out a huge stack of dollar bills. It was more cash than any of the gamblers around them were carrying by far. Some of the people in line actually turned to look. It was enough money that anyone who was not fairly wealthy would not risk carrying it around.

"Wow! Check out all the moolah, Papa Bear!"

Baloo couldn't muster a word. He could only stand in stunned silence.

Ignatz grinned smugly at the mute bear. "Where's that big mouth of yours now?"

"All right," Baloo conceded. "Maybe you are telling the truth. But how did _you_ ever get to own a hotel?"

Ignatz put the money back in his suit pocket. "Well, after our little adventure with Don Karnage, I travelled around doing historical speaking engagements. Made a fortune. But pretty soon I got bored of that, so I came out here and bought a hotel and casino. They were in pretty bad shape, so I fixed 'em up, and now they're one of the top draws for tourists in the city!"

Kit was genuinely happy about Ignatz's success. _No wonder the sheriff backed off so quickly, _he thought. _Ignatz is a big player around here. _"That's great! Isn't it Baloo?"

Baloo, who was clearly jealous, crossed his arms and glared at the overnight success story in front of them. "Yeah...great,"he muttered.

"Anyway," Ignatz continued, "I was looking for a pilot when I saw you two."

"Why do you need a pilot?" Kit asked.

Ignatz gestured to the nearby airfield and ticket window. "For the race, kid! I sponsor pilots for some of the air races around here! I was sponsoring someone in this next air race here but he had to drop out. So now I have to find a last-minute replacement, or else I have to forfeit!"

Baloo didn't bother to hide the fact that he could not possibly be less interested in Ignatz's plight. "Aww, too bad," he said, mock sympathy all over his face.

"Baloo could do it!" Kit said quickly.

Baloo groaned to himself. He had no intention of helping Ignatz, no matter what the kid said.

Ignatz laughed. "Ha! I said I needed a pilot, not a tub of lard!"

_That's it! _Baloo thought. He didn't care if Ignatz disliked him as a person, but hearing the smart-mouthed parrot insult his flying ability was more than he could stand. "Now hold on!" he exploded. "That's going too far!"

Ignatz raised an eyebrow, surprised at the bear's fierce reaction.

"Not that I want to help you..." Baloo said, making sure Ignatz knew where he stood on that issue, "but if you're looking for a pilot you won't find anyone better than yours truly!"

"Is that so?" Ignatz said skeptically. He eyed Baloo appraisingly.

Baloo smiled smugly. He knew Ignatz was probably getting desperate for a pilot - there was less than an hour before the start of the race. It gave Baloo some satisfaction to know that Ignatz needed him– and he was not going to help out.

"Hmmm..." Ignatz mumbled, deep in thought. He turned to Kit. "What do you think, Kit? Is he really half as good as he says?"

Kit nodded vigorously. "He really is! I've been around tons of pilots and Baloo's the best!" That was the truth. "Trust me!"

"I trust you, Kit. It's him I'm worried about!"

Ignatz thought for a few more seconds, then seemed to reach a decision. In a calculated move, he said, "Well...not that I want your help, Baloo. But it's too bad you don't want to help me, because if you did, it might benefit both of us."

"What do you mean?"

"These races have some big jackpots! Whenever I sponsor someone and they win, I split the jackpot with them."

The smug smile on Baloo's face melted away as he soon as he heard the word "jackpot." The word seemed to confuse him. He stared at Ignatz dumbfoundedly.

Ignatz smiled to himself. He had laid the bait and Baloo had taken it hook, line, and sinker. Ignatz decided to reel him in. "The jackpot for this race is...one...hundred...thousand dollars." He spoke the amount slowly, making sure Baloo heard every syllable.

Baloo's jaw hit the floor as he realized the significance of the amount – and what he could do with it. His dislike of Ignatz had completely faded away. He looked gleefully at Kit, who sported a grin from ear to ear. "That's-that's fifty thousand dollars apiece!" he stammered. "I-I could buy back the Sea Duck!"

Trying to hide his excitement, Baloo turned back to Ignatz. _It's time for a truce, _Baloo thought. He cleared his throat and chose his words carefully. After all, he was doing this for himself. He certainly couldn't let Ignatz think he wanted to help him. "Okay, Iggy. Not that I want to help someone who doesn't want my help... but if I decided I wanted to help would you accept my help?"

Ignatz laughed. "I have no idea what you just said, but if you're trying to volunteer your services, I accept."

"It's a deal then."

"Deal." Ignatz extended his wing, as if to solidify the truce.

Baloo gritted his teeth and shook hands with his nemesis. A thought occurred to him. "One problem, Iggy," he said. "I don't have a plane to fly in this race! I can't risk flying the Sea Duck 'cause it's not my plane! Becky would skin me alive me if anything happened to it!"

"Not a problem," Ignatz said nonchalantly. "You can fly my plane!"

"Your plane?" Kit and Baloo chorused.

"She's parked at the airfield. Come on, I'll show ya." Ignatz took flight and began to flap his way there. He grinned knowingly at Baloo. "I think you'll like her."

* * *

They left the line of ticket buyers and walked a short distance to the airfield where they had landed. For the most part there were no other people there, just rows upon rows parked planes, and the occasional hangar scattered here and there. Across the airfield, Baloo could see the Sea Duck in the spot where they had parked it just a short while ago.

As Ignatz led the way and Kit and Baloo followed, Ignatz was looking around the airfield in all directions, trying to find his bearings. "My plane should be around here somewhere," he said.

They walked past a gray metal hangar whose door was open, revealing a decrepit biplane half-covered by a tarp. As they passed, Kit heard the faint sound of people arguing in the distance. "Hey, do you guys hear yelling?" he asked.

They stopped and listened. With their footsteps no longer echoing in the interior of the hangar, Kit realized the sound was not as far away as he had thought it was. In fact, it was coming from the other side of the hangar. Someone was yelling, loudly enough so that Kit could make out the individual words.

"This is ridiculous!" the male voice snarled. "How do you expect me to win in a plane like this?" The voice was loud enough and angry enough for the three to worry that someone's safety might be at risk, so they decided to check it out. They tiptoed along the length of the hangar and peeked around the corner.

There was a sleek black racing plane parked behind the hangar. Standing underneath it with his back to them was a tall, lean wolverine with a brown flight jacket and a mean expression. He was towering imposingly over, and yelling at, a diminutive mole in spectacles and a top hat who was probably less than half his size. The wolverine looked to be some sort of pilot or airplane mechanic; he carried a wrench in his hand which he waved menacingly as he talked.

The look of disgust on Ignatz's face showed he recognized the wolverine. "Bah," Ignatz snorted, as quietly as he could. "You don't want to mess with him."

"Who is he?" Kit whispered.

"He's trouble. His name's Jarrett. He's a pilot who always enters the races and tries to win by intimidating the other racers."

Baloo noted that he certainly seemed to be doing a good job. "Who's the other guy?" he asked, referring to the mole.

"That's Jarrett's sponsor. Poor guy," Ignatz added.

Baloo and Kit exchanged uneasy glances.

"Jarrett, take it easy," the mole was saying. "Try to be reasonable." The mole was trying to act calm but even from a distance, Baloo could see his hands were shaking.

Jarrett thrust his wrench in the direction of the racing plane's wing. The repair panel of the engine attached to the wing was open, exposing the inside. Jarrett waved the wrench, pointing to one of the parts inside. "This part is over a month old!" he shouted. "I told you to replace it! How am I supposed to win if my plane isn't up to date?"

"B-but engine parts are good for years!" the mole stammered nervously. "I can't afford any more replacements right now!"

"What about all the money I've won for you? Five races I've taken first place in the past two weeks! What happened to that?"

"I spent it on all the other upgrades you requested!"

Irate, Jarrett stomped his foot. "You idiot! Can't you manage a little money? You don't deserve the cash I win for you! I'm changing the terms of our deal. From now on, I get eighty percent."

"But that's not fair!" the mole whined. "Our deal was sixty percent!"

Jarrett smirked. "Like I said, I'm changing the deal."

"How about seventy percent?"

Jarrett shook his head.

"Seventy-five?"

"Eighty. That's my final offer."

Apparently that was too much for Jarrett's sponsor. Seemingly summoning every ounce of courage he had, the mole drew himself up to his full height, which was a good three feet shorter than Jarrett. "Fine, have it your way!" he said defiantly. "I quit!" He started to back away slowly.

Jarrett's mouth dropped open. He was obviously caught off-guard by the mole's rash act, but he recovered quickly, appearing even angrier than he was before. With a sudden movement of his arm he hurled the wrench at his ex-sponsor. The mole reacted quickly and ducked, barely avoiding the wrench as it sailed over his head and clattered onto the pavement.

As the mole turned and ran away, Jarrett yelled at his receding back. "Fine! Quit! Who needs you! You know how easy it'll be for me to get another sponsor? _I'm the best pilot in this town_!" The last sentence Jarrett shouted as he loud as could, as if he wanted the whole world to know. The now-sponsorless pilot watched his former colleague disappear out of sight, then turned back to work on his plane, muttering angrily to himself.

Baloo was thankful that Jarrett did not run after his sponsor, or do anything that would have caused him to intervene. This was one guy he most certainly did not want to get involved with. Ignatz silently tapped Baloo on the shoulder and gave a jerk of his head, indicating that they should be on their way. As they walked back across the length of the hangar, Baloo whistled in amazement. "What a sweetheart," he remarked.

"No kidding!" Kit said with a sarcastic chuckle. "He makes my school principal look like Santa Claus!"

Ignatz nodded in agreement. "Like I said, stay away from him! That's the third sponsor that jerk's gone through this month, but people keep lining up to sponsor him because he wins races. Now, about my plane.."

Shortly, they came upon a section of the airfield that looked like a junkyard. The planes parked there had all seen better days and had probably been there for years. Most of them were rusted beyond use and a good number were partially disassembled, having been raided for spare parts. Baloo was about to ask why they were in this section of the airfield when Ignatz exclaimed, "Here she is!" He motioned for them all to stop. "The plane's over here. I thought I'd never remember where I parked her." In the midst of the junk pile was one craft that was completely covered by a dirty old canvas tarp. Ignatz pointed to it. "There she is, Baloo. Why don't you have a look?"

Baloo looked distastefully at the all clunkers surrounding them. _Does she come with or without wings? _he thought. Preparing for the worst, he lifted the tarp – and gasped in amazement. The plane that stood before him was nothing like the junkers around her. Simply put, she one of the most gorgeous racing planes that he had ever seen. She was a beautifully designed two-seater painted fiery red. The wings, tail, and fuselage, built from some lightweight metal, were sleekly curved and built for speed. She was only single engine, but Baloo could tell from looking at the front-mounted engine that it was more powerful than what he had on his own plane – by a lot.

Kit could not take his eyes off the aircraft. "Wow!" he said breathlessly.

"This is your plane?" Baloo gasped in amazement.

"I thought you'd be impressed. I call her the 'Scarlet Macaw.' You like her?"

"Like her?" Baloo laughed. "Oh baby! What a beauty! I just hope she flies as good as she looks!" He could not believe Ignatz, who he was ready to strangle earlier, was giving him the opportunity to fly this superplane. He could understand Ignatz's reasons for doing so – he wanted to win the race jackpot just as much as Baloo did, so it made sense to put Baloo in the best aircraft possible. Still, maybe that parrot wasn't so bad after all.

"That'll be up to you, Mr. Pilot," Ignatz answered. "You think you can handle her?"

A little too defensively, Baloo said: "Hey, I already told you. If it has wings, I can fly it!"

Ignatz rolled his eyes. There was little more than fifteen minutes before the start of the race. Moving quickly, Ignatz motioned for them all to get into the Macaw. "I'd give you a test flight but the race is about to start. Come on, let's get this plane to the starting line!"


	3. Business meeting

**Chapter Three.**

**Higher for Hire**

Rebecca Cunningham could not recall ever being so disinterested in a business meeting before. With her head propped up on one hand, she stifled a yawn and listened wearily as the money manager sitting across from her desk droned on...and on...and on.

"So as I was saying, Miss Buckingham..."

"Cunningham," Rebecca corrected him. That was at least the twentieth time he'd pronounced her name incorrectly.

"Yes, of course." the money manager, a portly hippopotamus dressed in an ill-fitting suit and tie, said apologetically. "As I was saying, if you invest with us you'll have the benefit of knowing exactly where your money is going. Our fund only invests in one thing...lottery tickets!"

"Lottery tickets," Rebecca repeated evenly.

The hippo leaned in as if to share a secret. "We like to employ a high-risk, high-reward strategy," he whispered.

Rebecca rolled her eyes. "I see," she said as politely as she could. "And what rate of return have your investors earned over the past year?"

"I'm glad you asked," the hippo said. He pulled a thick book from the briefcase on his lap and placed in on the desk in front of Rebecca. "This is the most recent annual report which has our returns from last year."

Rebecca leafed through the pages slowly. After scanning a few pages, she looked puzzled. "I don't understand. This book's all blank."

"Well, yes," the hippo admitted. "That's because we haven't won anything yet. But I have a feeling we're going hit the jackpot soon!"

Rebecca felt it was a good time to end the meeting. She stood up from her desk and started pushing the money manager towards the door of her office. That was no small effort, as he weighed quite a bit.

As he was sliding towards the exit, the hippo tried to close the deal. "So, how much money would you like to invest with us today?" he asked.

They got to the door and Rebecca opened it. "Hmmm," she said, feigning uncertainty. "I'm not quite sure, but I'll certainly think it over and let you know!"

"Wonderful! It was great to meet you, Miss Christmas Ham." The hippo extended his hand.

Rebecca grabbed it, shoved him through the doorway, and slammed the door in his face. "That's Cunningham!" she yelled. Tired and frustrated, she walked back to her desk. By any measure, the day had been a disaster. That morning she had painstakingly chosen five different investment firms and money managers out of the phone book, then spent all afternoon meeting with them. The only thing she got out of meeting with those managers was the conclusion that she wouldn't have trusted a single penny to any of them. None of them had a good track record of investing, and a couple were even unable to answer basic questions that Rebecca asked them about business.

On top of that, because of the meetings she had been unable to get any other work done that day. A pile of unfinished paperwork still sat on her desk and it was already starting to get dark outside. She deliberated staying late to finish it, but decided against it. She was tired and wanted to rest. T_omorrow's another day_, she thought. Packing up her things, she prepared to pick up Molly from Wildcat's flat and go home.

There was a knock at the door. Thinking it was the hippo again, Rebecca called out: "Take your lottery tickets and go home!"

The knock came again, more insistently. Rebecca groaned. She stomped over to the door and opened it. "I told you-" she began, but stopped abruptly. It wasn't the money manager she had just met with. Standing in the doorway was a tall, handsome jackal in a well-pressed suit. He studied Rebecca, his eyes hidden behind dark tinted glasses.

"Excuse me, ma'am," the jackal said briskly in a businesslike tone. "I hope I am not interrupting anything. Is this Higher for Hire?"

Thinking he was a client, Rebecca dropped her previous tone of voice and went into professional mode. "Why yes. I'm the owner, Rebecca Cunningham."

"My name is Spencer Griffith," the jackal said, taking off his glasses and placing them neatly into his breast pocket. "I run an investment firm called Griffith Investment Advisors." He handed Rebecca a fancy-looking business card. It read:

SPENCER GRIFFITH, M.B.A.

GRIFFITH INVESTMENT ADVISORS, L.L.C.

"_Invest with Confidence_"

There was a phone number and address at the bottom of the card.

"My firm manages investments for small businesses just like yours," Griffith continued. "I read about Higher for Hire's recent success and I'd like to talk to you about how I can help you grow your company's wealth. Do you have time for a quick meeting?"

Rebecca felt she he had enough contact with money managers for one day. "Well Mr. Griffith," she said politely, "I actually am looking for someone to fill that role. But you see, I've already spent all day meeting with other money managers. Right now I'm sort of tired from the interview process."

"Oh, you're looking for a money manager? What a splendid coincidence." Griffith's voice was as smooth as silk. "Please Miss Cunningham, just a few minutes of your time. I guarantee you'll want to hire us when you see what we have to offer. My company has been the top performing investment firm in Cape Suzette for many years. Meet with me and you'll never need to speak to any other money manager again for as long as you own this business."

Rebecca noted that he certainly seemed confident, maybe even a little arrogant. And as appearances went, he certainly _seemed_ more professional than the other money managers she had seen that day. _Well, _she thought, _he does have his M.B.A._ _He can't be any worse tha__n some of the others__. I suppose it couldn't hurt to talk to him._ "I guess I can spare a few minutes," she said. "Please come in."

Rebecca sat down with Griffith at her desk and began talking with him about his qualifications and experience. She was skeptical at first, but as the conversation progressed she grew more and more interested in what he had to say. She was surprised at how insightful his responses to her questions were, and impressed with the professional way he carried himself. It was obvious that his business knowledge was quite comprehensive. After talking with Griffith for about fifteen minutes, Rebecca realized she was seriously considering hiring him as her money manager. She decided to grill him with some specific questions about his fund.

"Tell me about your company's investment strategy, Mr. Griffith," Rebecca said.

"Well as I was saying Miss Cunningham," Griffith answered, "we've been the top performing investment firm in Cape Suzette for over fifteen years. We invest in a diverse mix of stocks, bonds, and private investments. The exact amount of each category is adjusted daily to achieve maximum returns for our investors."

"Interesting! What have your returns been over the past few years?"

"We've done quite well. Over the last five years we've earned twenty percent each year."

Rebecca was blown away; that number was higher than she could have ever hoped for. "That's outstanding!" she said. "Do you have any financial reports I could look at?"

Griffith smiled confidently. "Of course." He placed a thick, professionally bound booklet on Rebecca' desk. It was Griffith Investment Advisors' annual report. Rebecca flipped through it. The booklet was full of charts, numbers, and graphs. Rebecca was a little overwhelmed by all the figures, but she could tell the numbers were just as outstanding as Griffith said they were. He was very good at what he did.

"This is impressive, Mr. Griffith. I can see you run a very professional operation," she said.

"Thank you, Miss Cunningham. Do you have any more questions I can answer?"

"How many years of experience do you have?"

"Twenty-five."

"References?"

"Available upon request."

"Fees?"

"Waived for the first year."

Rebecca nodded, satisfied. She tapped her pen on her desk thoughtfully.

"Now of course you'll need some time to make your decision," Griffith said. "I'm sure you have many qualified candidates to choose from-"

"No, I've decided." Rebecca said. "Congratulations, you're our new money manager!"

Griffith smiled, as if he knew Rebecca would choose him all along. "Congratulations to _you_, Miss Cunningham. You've made an excellent choice." They shook hands. "Now there's just the matter of how much money you'd like to invest."

Rebecca opened a drawer in her desk. "Well, I don't know how much you normally get from your investors," Rebecca said, rummaging around in the drawer, "…but here's last month's bank statement." She put the bank statement on the desk in front of Griffith. As Griffith squinted to read the balance at the bottom of the statement, Rebecca wondered how impressed he would be by the amount of money in the account. It represented all of Higher for Hire's excess cash.

"Oh my," Griffith said, shaking his head.

Rebecca's face fell. "What do you mean, 'oh my?'"

Griffith cleared his throat. He appeared embarrassed and spoke slowly, trying to be tactful. "For an initial investment, we… typically get quite a bit more than this. We need to cover our costs too, you understand. I was under the impression that Higher for Hire was doing better than this. Perhaps it was a mistake to come here." He got up from his chair hastily. "I'm sorry to have to taken your time," he said quickly, beginning to head towards the door.

Rebecca pictured millions of dollars walking out of her office. "Wait!" she said desperately. "Don't go!"

Griffith turned around and looked at Rebecca questioningly.

Very hesitantly, Rebecca said, "I could come up with more money…but I'd have to dip into Higher for Hire's operating funds." She regretted the words as soon as they left her mouth.

Griffith noticed her apprehension. "Why the hesitation?" he asked. "You have the money, don't you?"

"Yes…it's just that the business needs that money," Rebecca said, twiddling her thumbs nervously. "Maybe it's not a good idea to invest it."

"Miss Cunningham, I understand your apprehension, but let me remind you, taking risks is all part of business."

_Now where have I heard that before?_ Rebecca thought.

"Your business's money will be safe," Griffith continued. "My firm has never had a losing year since it started."

"Hmmm…I don't know…." Rebecca looked down at her desk. She couldn't remember the last time she had faced such a difficult decision. Griffith seemed so confident, so knowledgeable. She was sure her money would be safe with him. And she completely understood why he wanted her to invest more; having more money made it easier to allocate among different kinds of investments (and to be honest, meant more management fees for Griffith as well). But as much as she trusted Griffith, her business background had taught her that unforeseen things did happen. And if anything unforeseen happened to Higher for Hire's operating funds…

Griffith seemed to sense she was on the fence. He decided to give her one last push. "Remember, Miss Cunningham," he said in his most calming voice. "The more you invest with us, the more you'll earn."

Rebecca realized he was right. _No pain, no gain,_ she thought. Besides, she knew Griffith would probably walk out if she didn't agree to invest more. She gritted her teeth and resolved to take the risk. "I suppose it couldn't hurt," she said.

"That's the spirit!" Griffith said, pumping his fist.

"I'll have my courier send you a check in the morning."

"Very good," Griffith said. "Well, I should be on my way. You have my card with my contact information. It's a pleasure doing business with you, Miss Cunningham."

"Thank you, Mr. Griffith. Good day."

"Good day." Griffith strode out the door and was gone.

Once he had left, Rebecca reached into her desk, pulled out Higher for Hire's checkbook, and began writing a check for a very large sum for her company's new investment manager.


	4. The Scarlet Macaw takes flight

**Chapter Four.**

**Raceville**

The starting line of the race was located right on the main Raceville strip, where all the casinos and hotels were. Wooden bleachers had been set up on either side of the racetrack for people to watch the race. As Baloo taxied the Scarlet Macaw to the starting gate, Kit sat in the back seat and looked in awe at all the spectators in the stands. The bleachers on both sides were completely filled with animals of all races and walks of life. With only minutes to go before the start of the race, the crowd's anticipation had swelled to a fever pitch, and the noise of cheering was deafening.

Ignatz stood on the fuselage of the plane between Baloo and Kit's seats giving instructions. He spoke loudly to make himself heard over the crowd. "The race works like this," he said. "You go for two laps, five miles each. You start out in the city but the track heads out into the desert. There's checkpoints every so often that you have go through. They're all marked on the map and on the racetrack. Make sure you hit 'em all or you'll be penalized."

"What are some of the other rules?" Kit asked.

"Well, let's see..." Ignatz said, trying to remember. "No shortcuts, maximum of two people per plane, no intentionally wrecking the other racers... Of course, no one really pays attention to that one... hmmm... what else..."

"Wait, back up," Baloo said. "You mean guys try to make each other crash?"

"Errr….sometimes," Ignatz admitted. "They usually don't try anything near the city, but out in the desert, who's gonna notice? So watch your back, Jack!" He cackled at his own rhyme.

Kit suddenly felt a lot less excited about the race. "I don't like the sound of that, Baloo."

"That makes two of us," Baloo answered.

Ignatz responded immediately. "Well, mister 'best pilot around', if you want to drop out, I'm sure I can find someone else who would _love_ to split that fat jackpot."

Baloo was indignant. "Hey! Who said anything about dropping out? I'm in this thing! What about you, Kit?"

"I'm in too, Papa Bear."

"Then let's go win us a race!" They had reached their place at the starting gate, right in between two other planes. The starting line, a painted white stripe on the street, lay a few feet in front of them. Above them there was a large grey banner that read _Raceville Desert Classic_.Baloo set the parking brake of the Scarlet Macaw, cut the engine, and leaned back in his seat, waiting for the race to start.

Just then, they heard a harsh, mocking voice to their left. "Well, if it isn't Team Parakeet," the voice said. The voice was coming from the starting spot next to them. They looked and saw that the plane in the spot was the same black racing plane they had seen at the airfield. The pilot was the bad-tempered wolverine called Jarrett. He was sitting in the open cockpit, sneering at them.

Ignatz rolled his eyes. "What do you want, Jarrett?"

"I just wanted to offer my condolences," Jarrett said mockingly. "I heard you lost your pilot. Too bad. It looks like you'll have to forfeit."

"Not on your life! I just got a new pilot!"

Jarrett looked in the pilot's seat of the Scarlet Macaw and saw Baloo for the first time. His eyes widened. "Who? Him?"

Baloo, Kit, and Ignatz all nodded.

Jarrett stared at Baloo for a moment, then burst out laughing. Baloo turned red with anger.

"You gotta be kidding!" Jarrett guffawed. "Where did you find him? A buffet? Can your plane even hold his tubby butt?"

Baloo spoke up. "Hey buddy! I may not look good in a bathing suit, but I _know_ I could fly rings around you!"

That seemed to surprise Jarrett for a moment, as if he wasn't used to anyone talking back to him. He quickly recovered and looked smugly at Baloo. "Is that so? What did you say your name was?"

"The name's Baloo, and you'd better remember that, 'cause it's going to be above yours on the leaderboard!"

"Why don't you just give up now and go get something to eat," Jarrett cracked. "You look like you could use it."

"The only thing you'll be eatin' is my propwash!" Baloo's voice was so angry that Kit instinctively put a hand on his shoulder to calm him down. His voice had not stopped rising since the moment Jarrett had first insulted him.

Suddenly a voice boomed over speakers, echoing over the entire street. It was the chief official of the race. "All pilots to the starting line," the voice said. "Repeat, all pilots to the starting line. The race will begin in one minute." The crowd roared, energized by the announcement.

Jarrett turned away from Baloo and flicked a switch on his plane's dashboard. "Well, I'd love to stay and chat," he said, "but I have a race to win! Just stay outta my way and try not to choke on my dust!" He laughed as the cockpit glass closed over him. Baloo stared after him briefly, then turned back to his own plane.

Ignatz began to flap into the air. "I'd better leave now before you guys get disqualified," he said. "Uh…Kit, make sure he's careful with the plane, will you? I just had her painted." Kit flashed him a thumbs-up sign and Ignatz left the plane, gliding in the direction of the bleachers.

A couple of other planes, stragglers, pulled up to the starting line. Kit glanced at the other planes and noted that the race field was smaller than he thought it was going to be. He counted only ten planes in total, including the Scarlet Macaw. But there was a lot of variety in the group; the planes were all different shapes, sizes, and colors, including some models Kit had never seen before. He wondered how fast they would run the race.

The official's voice boomed out once again. "Ladieeeeees and gentlemen! Welcome to the ninety-eighth annual _Raceville Desert Classic_, where ten pilots will battle it out for one hundred _thousand_ dollars!"

The crowd roared its approval.

The official paused dramatically before continuing. "Our racetrack consists of a stretch through downtown Raceville, followed by a trip into the wasteland! Should be an exciting contest! It looks like the pilots are fueled up and ready to go! Gentlemen, start your engines!"

Baloo turned the ignition key and the Scarlet Macaw's engine gave a deep bass growl as it kicked on immediately. Around them, nine other airplane engines also roared to life. Baloo felt a wave of euphoria as he listened to the sound of the engines and the crowd. All his old memories of racing were coming back to him. This was all familiar to him: the atmosphere, the excitement, the anticipation before the start of a race. He hadn't felt this alive in years.

"On your marks," the official announced.

Baloo tensed up.

"Get set."

He reached over the throttle. His hand was shaking.

"_Go!"_

Baloo yelled the command in unison with the race official as he gunned the throttle on the Scarlet Macaw to full power. The deep bass growl of the engine rose to a deafening volume, and the plane rocketed out of the gate as if it had been shot of a cannon. Unprepared for how powerful the engine was, Baloo and Kit were both thrown back in their seats. Around them, there was a rush of motion and sound as the other nine planes also took off.

The Macaw quickly went out in front of the other planes. She was the fastest plane of the lot, and their quick takeoff gave them an early lead. But there was a problem: Baloo was struggling to maintain control of the aircraft. "Whoa, baby!" the big bear said through clenched teeth. "This engine is more powerful than I thought! I'm not used to flying anything like this!" He took his eyes off their flight path and looked down at the instrument panel, trying to find the tachometer.

"Baloo, look out!" Kit cried.

"Huh?" Baloo looked up and saw they were headed straight for a large billboard. Worse yet, there was no time to get out of the way. A workman who had been painting the billboard barely managed to dive out of the way before the Macaw smashed through it with a loud _CRUNCH_. Burgundy paint splattered all over Baloo, Kit, and the plane.

_There goes Ignatz's new paint job, _Kit thought. "I thought we were going to paint the town red, not ourselves!" he remarked to Baloo.

Baloo didn't laugh. He was too concerned about the fact that his windshield was covered in paint and he couldn't see where they were going. Hoping they were not near any tall buildings, he searched frantically for the windshield wiper switch, found it, and flicked it on. The windshield wipers started up, and the paint began to come off slowly.

Kit saw the other racers catch up to them and fly past them, going in a totally different direction than they were. "Baloo! We're going the wrong way!" he shouted.

"Hang on, Kit!" Baloo replied. "We're not going anywhere until this paint comes off!"

Somehow they managed to avoid hitting any buildings long enough for the windshield to become clean again. But by that time they had already veered far off-course and the other racers were nowhere to be seen. Kit could only tell that they were somewhere in downtown Raceville. He studied a map of the racetrack to try to get his bearings and found where they were. "The main track's that way," Kit said, pointing back toward the main strip of the city. "We're way off course and those other racers have a big lead!"

"Then let's catch them!" Baloo said as he turned the plane around.

As soon as they hit the racetrack again, Baloo pushed the engine to maximum, going as fast as possible to make up for lost time. They were rocketing through the air at a tremendous pace when Baloo suddenly gasped. Up ahead, the racetrack weaved through several tall hotels and casinos, set up almost like a gauntlet. "Hang on to your hat, kid!" Baloo shouted.

Without slowing down, Baloo flew into the gauntlet and started weaving his way through the buildings. The Scarlet Macaw handled beautifully, darting and maneuvering around and between the buildings like a butterfly. They almost made it through without a hitch, but at the last hotel Baloo blundered into a clothesline full of hanging clothes. The line snapped and pants, shirts, and dresses went flying everywhere. The plane was unharmed.

"Oops," Baloo quipped. "I think someone just lost his shirt."

Kit pointed up ahead. "Baloo, look!" A large sign loomed before them on the racetrack. It read: "Leaving city limits. Entering desert. USE EXTREME CAUTION!" A skull and crossbones was painted ominously on the bottom of the sign. The racetrack ran past the sign into a large expanse of desert. "Remember what Ignatz said," Kit said. "Watch out for cheaters!"

"We gotta catch 'em before we can start worryin' about 'em!" Baloo said. They were still so far behind that the other racers were not even visible. "Kit, where is everybody? Where are we supposed to go?"

"According to the map, the checkpoint is atop Raceville Rock. It should be around here somewhere." Kit scanned the desert horizon and spotted a large plateau-shaped rock looming in the distance. That had to be it. "There it is, Baloo! Three o' clock!"

"You got it!" Baloo banked the plane sharply and they headed towards the rock formation, reaching it in less than a minute. As they got closer they saw that it was enormous, over a thousand feet tall and almost half a mile in diameter. It was made of the same rust-colored rock they had seen earlier. Baloo circled the base of the rock once but didn't see the checkpoint.

Kit gestured toward the top of the plateau, several hundred feet up. "The checkpoint's up there! Hurry!"

Baloo yanked the steering wheel towards him. "Going up!" His stomach dropped as the Macaw pulled into a near-vertical climb. The speedy craft reached the top of the plateau in seconds. The top of the plateau was deserted except for a lonely gate standing in the center of the rock. A large banner spanning it read simply: "Checkpoint." Baloo gracefully flew the plane towards the gate and through it. "That's one down. Now what?"

"Baloo!" Kit said excitedly, pointing into the distance. "Over there! I think I see some of the other racers!"

Baloo looked. Sure enough, he spotted the main pack of racers off to their right. Better yet, they were less than a mile away. "I see 'em! I see 'em!" He turned the plane in their direction.

"We're finally catching up to them!"

"Yeah! They might have a big lead, but we're in a faster plane!"

Kit looked at the map. "The next checkpoint is...Gambler's Cave," he said.

"Where would they put a cave in the middle of the desert?" Baloo asked.

"Over there!" Kit answered, pointing. Rising up out of the sand ahead of them was a large mountain of rock. There was a gaping hole in the side of the mountain; its shape bore an uncanny resemblance to a club on a set of playing cards. There was a sign next to the cave with an arrow pointing into the blackness.

Baloo flipped on the headlights as they flew in. They saw a narrow corridor of rock stretching before them, lined with stalactites and stalagmites. "Pretty quiet in here," Baloo noted. "Doesn't seem to be too much going-"

He was cut short by a sudden rumbling above him. He looked up and gasped as an avalanche of rock tumbled loose from the cave ceiling, heading straight for them.

"Rockslide!" Kit cried.

Baloo hit the throttle frantically and the plane accelerated, just missing the first of the rocks as they tumbled to the cave floor. Baloo breathed a sigh of relief. After a few more yards of corridor, they reached a spot where there was an opening in the ceiling. Sunlight streamed through, illuminating a sign that pointed them upwards and out of the cave. They flew through the opening, which led them out the top of the mountain and into the sunlight. A beautiful sight reached their eyes.

"Baloo, look! The other racers are right in front of us!"

The main pack of planes was less than a hundred feet in front them. They swerved and dodged as they jockeyed for position. Baloo accelerated again, pushing the engine to its limit. "Yeah, and this guy's about to be right behind us!" He made a quick move to the left and passed the plane closest to the rear. He caught a glimpse of the pilot, who looked amazed that he was now in last place. Baloo chuckled and continued accelerating, moving deftly among the other planes and passing two more of them in the process. "Excuse us! Just passing through! …What's next, Kit?"

Reading from the map, Kit answered, "Slot Canyon."

"That's a strange name for a canyon. I wonder why they call it that."

Kit spotted the canyon ahead and his eyes nearly popped out. "I think I know," he squeaked.

Baloo saw what Kit was looking at and slowed the plane down abruptly. Slot "Canyon" was just a sheer wall of rock hundreds of feet high, broken only by the narrowest opening he had ever seen. It was similar to the Cape Suzette cliffs back home, except that the space between the cliffs was about a hundred times narrower. As they got closer he saw that it was not even wide enough for the Macaw to fit through. "This is insane! Even my belly can't fit through there!" Baloo said in disbelief. "All right…hang on!"

Holding his breath, Baloo flipped the Macaw sideways, zoomed towards the canyon – and made it inside. He kept the plane sideways as it sped through the canyon, not daring to adjust anything. There was only a few feet of clearance on either side of them, and Baloo did not want to come any closer to the jagged rocks that were speeding by just a few feet away from his head. In his rearview mirror he saw one of the pilots he had just passed fail to make it inside the canyon. The racer bailed out just before his plane smashed into the cliff face. A loud explosion shook the entire canyon.

Baloo was grateful when the cliffs ended and they flew out into the open desert once again. He hoped they were close to the end of the racetrack. He was getting tired of all the "surprises" the race officials had in store for him.

"Only one more checkpoint before we hit Raceville again," Kit said. "It's Sirocco Alley."

"Sir-what?"

"Sirocco," Kit repeated. He shrugged when he saw Baloo's perplexed expression. "I think I've heard that word somewhere before but I forgot what it means."

"Probably just a name," Baloo muttered. He noticed two racers just ahead that were fighting each other for position. Baloo sneaked the Macaw behind them and, with one swift move, pulled ahead of them both. They were now all the way up to fifth place.

Kit looked at the map again. "The map says we should be right in the middle of Sirocco Alley," he said.

Baloo looked at their surroundings and shook his head. "Check it again," he answered. "There's nothing around here but open desert."

As Kit attempted to check the map a gust of wind suddenly blew the paper from his hand. He made a grab for it but missed, and could only watch as the map sailed into the distance. As he opened his mouth to apologize to Baloo, the wind picked up again, whipping his words away. Before Kit knew what was happening, the gusts became continuous, intensifying into a steady, howling gale. He had to clutch his hat to his head to keep it from blowing away. Sand flew into his face, stinging his skin and eyes. "I think I just remembered what sirocco means!" he shouted to Baloo.

Baloo had a pretty good idea about what it meant. He was having difficulty seeing because of all the sand blowing into his eyes; the air was starting to become dark with it. As he struggled to fly through the storm, a towering tornado of sand suddenly appeared in the desert in front of them. "_Sandstorm!_" he bellowed. With horror he realized that the tornado was advancing toward them. He attempted to fly out of the way, but the tornado was upon them almost before he could think.

The funnel cloud swallowed the Macaw whole. Inside, it was as dark as night and the noise was like a freight train. The wind tossed and spun the plane about mercilessly. Baloo pushed on the controls frantically, doing everything he could to try to fly their way out, but the wind had reduced his flight control to practically zero.

As they spun around, Kit yelled, "Pull up, Baloo!"

"I'm trying, Kit!" Baloo yelled back. "I can't control the plane!" He braced himself, expecting them to crash at any second.

Then, miraculously, the tornado expelled them, and they were once again in the blue sky and sunshine. The funnel cloud still roared next to them, but it was moving away. Baloo flew as fast as he could away from the storm. He thanked his lucky stars that they were still breathing.

Kit wiped his brow. "That was close," he breathed. "But it cost us a lot of time."

Baloo knew he was right. He saw at least one plane in front of them that he had already passed; it must have caught up to them while they were stuck in the storm. "There's still another lap to go, lil' britches. It's still anyone's race."

They were relieved when they came back upon the familiar skyline of Raceville. The last checkpoint gate beckoned them back into the city. They flew back into the city limits and prepared to start the last lap of the race.

* * *

Jarrett the wolverine stared down the sleek nose of his custom-built racing plane as he flew down the racetrack. Ahead of him he saw the starting line and bleachers where he and the other racers had left from only minutes earlier. The crowd in the bleachers cheered loudly as he passed by. Over the speakers, the race official's voice called out the names of the racers as they flashed by: "At the end of the first lap it looks like Jarrett is in the lead! Jarrett is followed by Jackson in second place...Toujours and Anderson in a close race for third. In fifth place it's Airhart, followed in sixth by that newcomer, Baloo!"

As Jarrett approached the gauntlet of buildings downtown, he looked in his rear view mirror and saw that the second-place racer, Jackson, was right behind him. _Thi__s race is getting way too close_, he thought._Time to tilt the odds a little._ He pressed a button on his dashboard. Outside, a tiny metal nozzle emerged from the back of his plane. The nozzle spurted a stream of black oil at the windshield of Jackson's plane, then quickly retracted and hid itself, making it seem as if Jarrett's plane was just leaking oil.

Jarrett smiled as he saw Jackson's plane immediately go out of control. The unfortunate pilot bailed out just before his plane crashed into a building. Jarrett flew on and began navigating expertly through the array of buildings. He finished the city portion of the race and was barely into the desert when the new second-place and third-place racers caught up with him. They flew and buzzed around him like mosquitoes, each one trying to take the lead themselves.

Jarrett decided it was time for another "trick." _Sorry fellas_, he thought._ This is my race to win._ He eased back on his throttle, acting as if he wanted to let the other racers pass him. As one racer began pull alongside him he looked into the cockpit; it was Toujours.

"_Au revoir, _Mr. Toujours," Jarrett muttered, pressing another button on his dashboard.

A door on the side of his plane slid open, revealing a whirling buzzsaw attached to a mechanical arm. With one quick and precise strike, the saw sliced the tail off of Toujours's plane. Toujours's plane flew backwards, smashing into the other plane behind it. The wreckage started spiraling to the ground in one piece as the two pilots bailed out.

Feeling rather pleased with himself, Jarrett continued to fly down the racetrack.

* * *

"Baloo! Two more racers just wrecked! That's three in the last minute!"

Baloo took his eyes off the track long enough to look down and see Toujours's and Anderson's wrecked planes lying crumpled in the desert, sending up smoke. Back in the city, they had also noticed another wreck on the side of a building. Baloo had managed to convince Kit it was pilot error, and moreover, not to worry about the pilot. After all, it was one less competitor they had to go up against. But now, after seeing these two other wrecks, he began to wonder. Ignatz had told them racers would try to wreck each other. But he didn't want to believe it. "Uh…they could just be nervous," he offered to Kit.

"Or maybe someone's not playing so nice."

At least the crashes had allowed Baloo and Kit to move up in the race standings. They were now in third place, and the first-place and second-place planes were now within sight, less than a mile in front of them. As they continued to inch closer to the leaders, Baloo recognized the second-place plane and remembered that it belonged to a pilot named Airhart. Then he saw the plane in the lead belonged to Jarrett. An uneasy feeling crossed him.

They came up on the entrance to Gambler's Cave. All three planes flew into the cave within seconds of each other. As they zoomed through the corridor of rock, Baloo stayed a short distance back of the two leaders. They were almost side-by-side with each other, and there was not enough room to pass them both in the cramped passageway. He sat back and relaxed his grip on the controls, waiting for all of them to reach the cave exit so he could make a move.

Then suddenly, Baloo saw Jarrett twist his plane into a 360 degree roll. Jarrett's wings clipped Airhart's plane and sent it smashing into the cave wall. Airhart's plane began bouncing off the walls of the cave, spewing sparks and metal. It headed straight for the Scarlet Macaw.

"Look out!" Kit shouted.

Baloo made a quick bank to the right and barely dodged the wreckage as it tumbled by.

Kit was furious. "Did you see what Jarrett did?" he cried. "What a dirty trick!"

"Yeah! Those pilots didn't wreck - Jarrett did the wrecking for them!" Baloo glanced back at the wreckage of Airhart's plane, which had settled down on the ground. The cockpit and most of the surrounding fuselage had survived intact; the pilot would be all right.

"We'd better be careful, or we might be next!"

Up ahead, they saw Jarrett reach the cave exit and fly through. Following cautiously, Baloo did the same. The two planes headed toward Slot Canyon. Baloo looked behind him and saw there were no other racers in sight. The race had come down to him or Jarrett. He realized in a way Jarrett had helped him by eliminating so many of his opponents.

"Stay behind him, Baloo," Kit urged. "He's bound to try something."

Baloo continued to fly a respectable distance behind the leader, going every bit as fast as him but not one mile an hour faster. "I can stay behind him for now," he mused, "but how are we supposed to win if we don't catch up to him?"

They were very close to the canyon now. The opening between the two cliffs was visible. Baloo waited for Jarrett to pass through it so he could follow. But Jarrett didn't pass through. As Baloo kept flying at the same speed, Jarrett's plane suddenly grew closer and closer to them.

"That rat!" Baloo realized aloud. "He's slowing down so he can sabotage us!"

Jarrett's plane pulled up alongside their left just as they reached the entrance to the canyon. Both planes flipped sideways as they passed into the cliffs, entering the passageway at the same time. Baloo looked up and saw Jarrett sitting in the cockpit above him. The wolverine flashed Baloo a menacing grin as he flew neck-and-neck with the Scarlet Macaw.

Then he rammed the Macaw, his plane diving downward to deliver a powerful strike.

The Macaw dipped downward from the impact, wavering and threatening to crash into the cliffs around them. Baloo pulled hard on the steering wheel and straightened out their flight path. Jarrett rammed the plane again, hitting with even more force than the first time. The entire fuselage shuddered from the blow. Baloo gripped the steering wheel tightly and tried with all his might to stop it from shaking. _Hold together, baby, _he pleaded silently. After several moments the wavering stopped, and he had the plane back under control.

Kit was panicking. "What are we going to do?" he hollered. "He'll wreck us for sure!"

Baloo thought silently to himself. After a few moments, he replied: "I got a plan. We just need to make it out of this canyon."

He had barely spoken when the canyon exit came into view up ahead. Just before they reached it, Jarrett tried another ram attempt. But Baloo was ready this time, and gunned the engine just as Jarrett dove his plane downward. The Macaw accelerated in a burst of speed, leaving Jarrett hitting empty air. Baloo raced out of the canyon as fast he could. Jarrett accelerated his own plane and chased after them.

As they zoomed through the open desert with Jarrett in hot pursuit, Kit urged Baloo on. "We're in the lead!" he babbled excitedly. "Jarrett's right behind us! Faster, Baloo! Faster!"

Baloo had another idea. He pulled back on the throttle, dramatically reducing their speed. Kit looked at him like he was crazy. "What are you doing?" he screamed.

"We can't go too fast, Kit!" Baloo answered. "We need to let him catch up to us!"

"_What_?"

They didn't need to wait long for that to happen. In seconds Jarrett had closed the gap and pulled alongside the Scarlet Macaw. Kit could see him glaring furiously at them through his cockpit glass. He rammed the Macaw again, trying to knock them out of the sky. The Macaw shook and the metal creaked. Kit wondered how much more abuse their small plane could take.

Baloo told him to relax. "This is all part of my plan, kiddo," he said calmly.

Kit looked fearfully at the much larger plane trying to destroy them. "Is having our plane break apart and crash part of your plan too?"

"Just trust me, Kit! Now if I remember right we should passing over Sirocco Alley!" Baloo grinned as he felt the wind picking up. They were there, all right. "Now we just need to find a - there!" Baloo spotted what he was looking for: a sandstorm. The whirling tornado of sand was about a mile away. From a distance, it looked much like the one that had engulfed them earlier. It might have even been the same one. It didn't matter; any one would do. Baloo changed course and headed straight for the storm. Jarrett zoomed after them.

As they got closer to the tornado the sky darkened, and the Scarlet Macaw started to wobble and tilt in the wind. Baloo found it harder and harder to fly straight. He gritted his teeth as he tried to maintain course. _Steady…stead__y, _he repeated to himself, continuing his approach.

Kit could not believe how close they were getting to the funnel cloud. It was near enough now that he could literally feel, rather than hear, the roar of the storm. If they got any closer they would be sucked in. Jarrett didn't seem to care about the storm's proximity, flying right alongside them.

Kit gasped as Jarrett flew right at them, trying to ram them into the tornado.

* * *

_I've got them now_, Jarrett thought as he hurtled toward the Scarlet Macaw. The small plane was nearly stationary, an easy target. They must have been having trouble navigating in the wind._ This hit should put them right into that sandstorm._

He was almost upon the red racing plane when it suddenly pulled away, right out of his flight path. That left a clear path between him and-

"No!" Jarrett shouted.

The plane's momentum carried him right into the funnel cloud. The entire aircraft started spinning wildly as it was tossed about by the storm. Jarrett pushed and pulled at the controls but in vain. He slammed his fist on the dashboard in frustration. "This can't be happening!"

He grimaced when he heard the engine of his plane start to sputter. Choked by sand, the engine stalled out and died, placing him completely at the mercy of the wind. He braced himself as the tornado spun him around some more, then forcefully hurled his plane into a sand dune, where it stuck.

Jarrett waited until the storm had moved off, then opened the cockpit and got out to survey the damage. He could see the Scarlet Macaw in the sky as it cruised onward toward the finish line. He remembered the pilot's name: Baloo.

_I won't forget this, Baloo,_ Jarrett thought darkly as he watched them go. _You haven't seen the last of me._

* * *

"Baloo, it worked!" Kit proclaimed. "Jarrett wrecked himself!"

Baloo exhaled with relief. Putting themselves right next to the tornado like that had been risky. But in the end, Jarrett got what he deserved. _He always was a big windbag,_Baloo thought wryly.

Then another thought hit him: _Wait a minute. If Jarrett's down…then I'm going to win. _He checked his rearview mirror again to make sure. Sure enough, none of the other racers were even close to him. The second-place plane was miles behind, just a speck on the horizon. When he looked forward again, Raceville was already in sight. He could probably walk to the finish line from here and still finish first.

_I'm going to win,_ he repeated to himself. _That me__ans I can buy back the Sea Duck. __And that means__…__I'm a free bear. A free bear! _"_YA-HOOOO__!__!_" he bellowed joyously. In his excitement, he turned a couple of barrel rolls in the plane, turning Kit upside down and almost ejecting him from the aircraft.

"Oh, sorry," Baloo apologized to Kit's kicking feet. "We can…uh…finish the race before we start celebrating."

A short time later, they entered Raceville and saw the finish line in front of them. The crowd in the bleachers began to stir. They had been excitedly waiting for the winner since the start of the second lap. The voice of the official boomed over the speakers: "The contestants are approaching the finish line! Here they come now! One plane seems to be well out in front of the others...who's it going to be?" He paused. "I-I don't believe it! It's the Scarlet Macaw, flown by Baloo! He's going to take first! He's going to win it!"

Baloo started to land as he approached the finish line. The Scarlet Macaw's wheels touched the ground at the same time she crossed the stripe. The instant she did, the official's voice boomed: "Baloo wins the Raceville Desert Classic in a stunning upset victory!" The crowd roared. Baloo yanked the steering wheel to his right as he taxied down the street. The plane turned itself around 180 degrees and stopped on a dime.

He shut off the engine, and he and Kit stepped down from the plane. As the sound of the engine faded away, a new sound filled his ears: the sound of thousands of fans clapping and cheering for him and Kit. He looked at the crowd and saw practically everyone in the bleachers was on their feet, shouting praise and congratulations in their direction. Some even threw confetti and streamers; bits of paper filled the air.

Kit looked overwhelmed as he stared at the crowd. "Wow!" he breathed.

Baloo grinned broadly and bowed slightly to the audience. He expected them to stop applauding after a few seconds but they just continued. Thirty seconds passed, then a minute. Everyone was still cheering, just as loud as before. He had never seen such enthusiasm from a racing audience before. _I could get used to this, _he thought. He was a little unsure how to react, but managed a nervous wave at the crowd, who roared even louder at his acknowledgement.

Finally he gave up waiting for the crowd to stop cheering and decided to just savor it for as long as it would last. As he stood there soaking in the atmosphere and reveling in his victory, Baloo wished the moment would last forever.

* * *

They presented the awards for the race as soon as the race was over. Baloo and Kit found themselves standing on a makeshift wooden stage next to the bleachers. They were joined by Ignatz, who seemed to take great pride in the fact that he had sponsored the winner. At the head of the stage, next to a microphone, stood the chief race official. While they were very familiar with his voice (he had done the play-by-play for the entire race), it was the first time they had actually seen him. He was a gray badger in a fancy blue suit. Baloo was quite interested in the black briefcase at his feet.

The official cleared his throat. "On behalf of the Raceville Racing Commission," he said into the microphone, "it's our pleasure to name Baloo and his co-pilot Kit Cloudkicker the winners of the ninety-eighth Raceville Desert Classic!"

The crowd clapped politely. Their applause was much more subdued than the raucous cheers they had put on earlier. They must have been tired from that display.

The official picked up the briefcase at his feet. "We are pleased to present them with the prize jackpot of one hundred thousand dollars!" Baloo's heart started pounding as the official started walking towards them. He got to them, shook Baloo's hand, and handed him the briefcase. "Congratulations, boys," he said. "That was quite a race you guys ran."

"Thanks, boss," Baloo said as he accepted his prize. His hands trembled as he opened the briefcase. He inhaled sharply when he saw the money. "Oh, baby!" It was all there, arranged in neatly stacked dollar bills, stuffing the briefcase to the brim. He had never seen so much cash in his life.

A burst of feathers suddenly rocketed into his field of vision and planted itself on top of the briefcase. "Not so fast, flyboy," Ignatz said indignantly. "Remember, half of that is mine!"

Baloo thought it was strange that he didn't seem to mind the bird's intrusion. But it was true; he felt calmer than he had all day. "No problem, Iggy," he said evenly. "I'll be fine just as long as I get enough to buy my plane back."

That seemed to pacify Ignatz. He floated down to the stage as Baloo snapped the briefcase shut. "I gotta hand it to you, Baloo," he said. "I didn't think you could do it. Maybe I shouldn't judge pilots from their appearance from now on."

Baloo smiled. He had the distinct feeling Ignatz was trying to compliment him – in his own backhanded way, but a compliment nonetheless. "I told you we could do it, didn't I?" he said proudly. He put his arm around Kit. "You deserve a lot of the credit too."

Kit blushed slightly. "Gee…thanks, Papa Bear."

Ignatz looked thoughtful. "You know Baloo," he said, "if we combined your flying skills with my sponsorship, we could make a fortune! There's races coming up with jackpots that'll make a hundred thousand dollars seem like loose change!"

At the mention of more money, Baloo's ears perked up. "Really?"

"Listen Baloo, I know we haven't exactly been the best of friends in the past," Ignatz began. He was obviously building towards something, and Baloo was pretty sure it was to ask him to run another race. Baloo was about to express his interest when Ignatz said, "I'd like to make you a job offer."

"A job offer?" Baloo and Kit chorused in disbelief. Baloo looked at Ignatz to see if he was joking, but the his face was entirely serious.

"I want you to be my new racing pilot."

Baloo was in shock. It took him a few moments to recover. "What does the job involve?" he finally asked. "Besides racing, of course."

"That's it, just racing. I pick the races and and you fly 'em. You'd only work a few hours on race days and then you'd the rest of the time off. If you keep on flying like you did today, you'll be rich in no time! We all will!"

"You mean I could work whenever I want, _and_ get rich doing it?"

Ignatz nodded. Baloo turned the offer over in his mind. As he thought about it, the more he interested he became. He loved to race, there was no doubt about that. Doing it as a job, even for Ignatz, sounded exciting. And of course the possibility of more money didn't hurt. A slow smile started to creep across Baloo's face.

Ignatz spoke again. "Of course you'd have to move to Raceville... and quit your current job."

Baloo almost laughed out loud. "That's fine with me," he said. He decided not to mention that he was going to quit anyway.

Kit stood quietly, not saying a word. He could tell by the look on Baloo's face that he was interested in the job. But he wasn't so sure it was a good idea.

Baloo noticed Kit looked rather uneasy. "Uh…let me discuss this with my navigator," he said to Ignatz. Ignatz nodded and Baloo pulled Kit aside. "So, what do you think, kid?"

"It does sound great," Kit said, trying to sound enthusiastic. "But I don't know…what about Miss Cunningham?"

Baloo waved his hand dismissively. "Ahh, I'll miss the ol' boss lady too, but she'll be alright!"

"But you're her only pilot," Kit said softly. "She needs you...us!"

Baloo tapped the side of his head. "You're thinking small, kiddo. There's other pilots and planes out there!" He pointed to the briefcase at his feet. "Once she has these 50 G's she'll be able to buy another plane and hire another pilot!"

Kit nodded slowly, seemingly accepting the explanation. "But what about moving up here? I've made a lot of friends in Cape Suzette. What about them?"

"Ignatz said this is a part-time gig, remember? When we're not workin' we can visit Cape Suzette whenever we want!"

Kit nodded again. Baloo seemed to have an answer for every concern. And yet…

"You gotta think big picture, Kit," Baloo said, leaning closer to him. "Opportunities like this don't just fall out of the sky every day! This is our chance to make it big! Strike it rich! Live the good life!" Kit could see Baloo's eyes sparkling as he talked. There was an excitement in them Kit had rarely seen before.

Kit sighed. "You really want this, don't you?"

"I sure do," Baloo proclaimed. He put a hand on Kit's shoulder, and added, "But we're a team, and I'm not going to do something if you're not on board."

Kit thought for a long while. Finally, he decided. "Okay, Papa Bear," he said, smiling. "Count me in."

Baloo wanted to leap up with joy. He hugged his navigator tightly. "Thanks, lil' britches," he whispered.

Excitedly, he turned back to Ignatz. "Iggy, I'd say you've got yourself a pilot!" he announced, and shook Ignatz's wing to accept the offer. "I just need to head back to Cape Suzette to clear up a few things with the old boss-lady."

Kit kept smiling, but inside he was still conflicted. He was happy for Baloo, but all this change made him uneasy. It was all just happening so fast. But he knew there was no turning back now. Like or not, he knew his life was about to change in a big way.


	5. Goodbyes

**Chapter Five.**

**Just Outside Cape Suzette**

"Almost home, Papa Bear," Kit said. "There's Cape Suzette!" They could see the familiar cliffs surrounding their hometown through the windshield of the Sea Duck. It had been two days since Baloo had accepted the job with Ignatz. He had insisted on finishing their vacation before they flew home.

"Roger that!" Baloo replied. "Got the loot?"

Kit reached beneath his seat to touch the briefcase containing the race winnings. "Check!"

"Now remember," Baloo said, "when we get there, don't say anything about the cash or the job."

Kit nodded.

"That's my little surprise," Baloo said with a wink.

A couple of miles away, Rebecca Cunningham, Molly Cunningham, and Wildcat stood outside on the pier of Higher for Hire. Rebecca was watching nervously as Wildcat moved another shipment of boxes into her rental plane. As she watched Wildcat struggle with the cargo, she wondered idly when Baloo would show up. She knew he was scheduled to return from his vacation that day, and she was trying to decide how late he would be when she heard the familiar sound of an airplane in the distance.

As the sound got louder, Wildcat looked up. "Do you hear something that sounds like a duck?"

Standing next to her mom, Molly pointed at the sky. "Look!" she squealed. "It's the Sea Duck!"

They could see the Sea Duck clearly now as she came in for a landing. She looked about the same as when she left, except that the outside of the plane was caked with sand in spots. The plane alighted on the water's surface in front of them, taxied over to the pier, and came to a gentle stop right behind the rented plane. The engines turned off.

Baloo opened the cockpit door with a flourish. "Hiya guys, we're back!" he announced, hopping down onto the pier. Kit jumped out onto the pier next to him. He ran towards Wildcat and immediately hugged him, then did the same with Molly.

"Baloo, Kit!" Rebecca said warmly. "I'm so glad you're back! We've really missed you out here!" Her relief at Baloo's return was genuine.

Baloo smiled, but didn't answer. He walked down the pier slowly towards Rebecca, holding the briefcase. He tried to keep it hidden behind his back, hoping he wouldn't prematurely spoil the surprise. He passed Wildcat on the pier. "Hey there, Wildcat. How did the cargo runs go while we were gone?"

"Eh, pretty good. I only lost a few thousand dollars worth."

"Not bad," Baloo chuckled. "Sounds like good customer service to me!"

Rebecca noticed he was acting a little strange, almost too relaxed. Was he up to something?

"Hey Rebecca," Baloo said. "Wait 'till you see what I have for you! You're not going to believe this!"

Now Rebecca was sure something was amiss. "Why?" she asked, her eyes narrowing. "What's in the briefcase?"

Baloo decided there was no point in holding out. He flipped open the briefcase and turned it around slowly, showing Rebecca the money inside. "Oh," he said casually, "just fifty thousand dollars to buy back the 'Duck." He looked closely at Rebecca's face, waiting for her reaction.

Rebecca looked at the cash as if it were some currency from another planet. She stared at it for a good ten seconds, then slowly reached out and picked up a stack of bills. She held it delicately, as she was afraid it would disintegrate in her hands, and flipped through the stack slowly. She said nothing, but her expression said plenty. Baloo couldn't keep himself from laughing. "See, Kit? I told you she'd be surprised!"

She wasn't the only one. Wildcat and Molly were just as shocked. They ran up to Baloo, craning their necks to get a closer look inside the briefcase. Rebecca cleared her throat and finally spoke. "Where did you get all this?" she asked slowly.

"Kit and I won it in a race."

"Kit, is this legal? Is he telling the truth?"

Kit chuckled. "Yup! For once!"

Rebecca shook her head, not quite sure she wasn't dreaming.

"The money's all there," Baloo said solemnly. "I checked it earlier. Want me to count it out for you?"

"Um, no," Rebecca said. "I guess I trust you-"

"Good," Baloo said, cutting her off. "Because I have some more news."

"What are you-"

Baloo snapped the briefcase shut and turned to face everyone. "Everybody, listen up!" he said authoritatively. "Me and Kit have an announcement. I've decided to take another job, so I'm quitting Higher for Hire."

The reaction was even stronger than when he had shown them the money. Rebecca's mouth fell open. Molly and Wildcat looked at him wide-eyed. "The job's in Raceville," Baloo continued, "so we're going to move there. We came to say goodbye."

Everyone was speechless.

Wildcat was the first to break the silence. "Wow!" he said to Kit. "Are you guys really moving?"

"Yup," Kit answered. "That's the plan."

Rebecca spoke up. "Hold on, back up a minute," she said briskly. "You got a job? Voluntarily? Doing what?"

Baloo beamed. "I'm gonna be a professional air racer!"

Kit felt some explanation would be helpful, so he decided to fill in some gaps. "It all started when we visited Raceville during our vacation," he said. "We bumped into my old friend Ignatz and he sponsored us in the race where we won the money. After we won he offered Baloo the chance to be his racing pilot."

Rebecca listened patiently to Kit's explanation. When he was through she glared at Baloo. "And you just accepted it without asking me first?" she said slowly.

_Uh-oh, _Kit thought.

Baloo had a feeling Rebecca might react like this. "I had to take it, Becky," he said. He tried to make it sound like the decision had been tough for him. "That job has everything I'm looking for! Listen Beckers, I've enjoyed flying cargo for you – well, some of the time," he admitted.

Rebecca gave him an annoyed look.

"But this is my chance to do something different with my life! Something I really want to do!"

"But Higher for Hire needs you!" Rebecca protested. "I need you! You're my only pilot!" She noticed Wildcat looking at her in disagreement and added, "Well, my only halfway decent pilot." Wildcat crossed his arms and smiled, satisfied. "Where am I going to find another one?"

Baloo tried to sound cheerful. "Aw, Becky, you're a good businesswoman. You'll find another pilot soon enough and I'm sure he'll be great!"

Rebecca wasn't buying it. She was shocked at the magnitude of Baloo's irresponsibility. Who did he think he was, taking another job and then quitting with no advance notice whatsoever? It was just like him to do something like this. She crossed her arms and turned away from him angrily.

Baloo was trying to figure out what else he could say, when something pulled on his leg. He looked down and saw it was Molly.

Molly looked up at him with sad eyes. "But why do you and Kit have to move?"

"We have to go where the job is, sweetheart!" Baloo said soothingly. "It'd be a pretty long commute if we didn't."

Kit knelt down and placed his hand on Molly's shoulder. "Don't worry, Molly. We'll come visit you and Miz Cunningham as often as we can."

"And me too?" Wildcat asked.

"You especially, Wildcat," Baloo said playfully. He slapped his mechanic on the back.

"Proooo-mise?" Molly whined, looking up at Baloo.

Baloo held up his hand as if taking an oath. "Promise," he said solemnly. He was glad at least Molly and Wildcat seemed to be coming around to his decision.

Rebecca, he could see, would take longer. She still stood rigidly with her arms crossed, not looking at him. Without turning her head, she said, "I'm really upset at you, Baloo. You're putting me and Higher for Hire in a tough position."

Baloo put a friendly hand on Rebecca's shoulder. She didn't look at him. "Come on Becky. We're friends, right? You know I wouldn't do anything to hurt you or Higher for Hire. I know how much this business means to you. Believe me, I wouldn't be quitting unless it was my dream job."

Something about the way he said it struck her. She had rarely heard him speak with such earnestness about anything. For the first time she began to see how important the job was to him. She started to wonder if she was being too harsh on him. After all, he was right; she _would_ be able to find another pilot. And with the money now resting at her feet, she would be able to afford a top-of-the-line plane to replace the Sea Duck. Higher for Hire would be fine. She would be fine.

_Maybe I _am _overreacting, _she thought. Baloo's heart was in the right place. He was just irresponsible by nature. Was that any reason to hold him back, to not wish him well?

She sighed and her expression softened. Turning to face her pilot, she said, "You're right, Baloo. This obviously means a lot to you. And it's not like you owe me anything. After all, you did pay me for the Sea Duck. I'd be selfish to hold you back from following your dreams."

Baloo looked relieved at her words.

She managed a smile. "So…good luck to you."

* * *

Kit dragged his last suitcase into the Sea Duck. Straining against its weight, he managed to place it on top of the other boxes in the cargo hold. Beside him, Baloo carelessly tossed another piece of luggage onto the pile. By now it was dusk. They had spent the day boxing up all their possessions and loading them into the plane. Thankfully, there wasn't much of it. Most of the stuff in the Higher for Hire building belonged to Rebecca. But it was still plenty for Kit.

Kit wiped his brow, which was sweaty from hours of moving. "That's the last of it," he gasped. "We should be good to go, Papa Bear."

Baloo nodded. "I guess it's time to say goodbye," he said.

They walked slowly out of the cargo hold and onto the pier. Outside there was a beautiful sunset; the water in the harbor was a lovely pink hue. Rebecca, Molly, and Wildcat, who had helped them move earlier, were now standing there watching them. They knew what was coming.

For a moment no one knew what to say, and there was an awkward silence.

Then Rebecca said, "Are you sure you two have to leave right away? I mean, at least stay for a while!"

Baloo shook his head. "Nah, we can't. There's a race coming up tomorrow that we're penciled in for. I can't be late. Don't want to start my new job off on the wrong foot, do I?"

"That's certainly never stopped you before."

Baloo scowled at Rebecca.

"Oh, I'm joking," Rebecca said. "But you have to admit, it's true."

"Yeah, yeah," Baloo said. He didn't care for Rebecca's remark, but he was glad she was at least making jokes about him leaving. She had apparently come to accept his decision, which was a relief. He didn't want to leave with any bad feelings.

_Might as well get the goodbyes over with, _he thought. "All right, it looks like we're ready to go." He turned to Kit. "I guess this is it."

"Looks like it," Kit agreed.

They said their farewells to Wildcat first. "Goodbye, Wildcat," Baloo said. "Take good care of the cargo while Becky looks for a new pilot."

Wildcat saluted Baloo. "I will, Baloo."

Molly was next. Baloo knelt down and looked into the tiny bear cub's eyes. There were tears in them. She was sniffling, and clutched her doll tightly. "See ya, short stuff," Baloo said gently. "Be good to your mom."

"Sniff, sniff-okay," Molly said, trying to be brave. "Don't forget to-sniff-come visit."

"We will," Kit said.

Rebecca was last. Baloo paused when he got to her. She looked at him silently, waiting to see what he would say. Finally, he said, "Well Beckers, it's been a blast workin' all those hours for ya. I'm really going to miss it."

"Cut the baloney, Baloo," she said, rolling her eyes.

To Baloo's surprise, she reached out and gave him a friendly embrace. She then turned to Kit and hugged him.

Kit felt a twinge of guilt. He said, "Are you sure you're okay with us leaving like this?"

Rebecca smiled at Kit's concern for her. "Don't worry about me," she assured him. "I'll find another pilot eventually. Higher for Hire's got plenty of money saved up to hold us over. We'll be fine. The important thing is you two get to pursue your dreams!"

Kit nodded. But it was a sad nod; the guilt was still there. He walked over to Baloo, who was standing next to the door of the cockpit.

"Well," Baloo said, "so long everybody!"

"Bye everyone!" Kit said.

"Merry Christmas!" Wildcat said.

Baloo and Kit waved one last time and climbed into the cockpit of the Sea Duck. Baloo started up the engines and Kit felt a mechanical hum as the door of the cargo hold closed up. Kit saw the three figures on the pier start to move as the plane began to taxi away from the dock. They waved to the Sea Duck as she picked up speed. Baloo pulled the control stick up. He and Kit were airborne, flying towards the sunset. Kit watched with a heavy heart as his friends receded into the distance, becoming smaller and smaller. Then they disappeared.

* * *

The sun sank below the horizon, and soon it was night in Cape Suzette. As the night wore on, the activity of the city began grinding to a halt. The cars in the streets became fewer and fewer. The lights in the office windows downtown started to wink out one by one as the workers who had stayed late went home for the night.

It was close to midnight when Mr. Perry of the Miniversal Corporation carefully peeked out the door of his fifty-seventh floor office. Seeing the floor was empty, he went back into his office and closed the door behind him. He turned the lights down and carefully drew the blinds on his window, making sure no one could see into his office. Then he picked up the phone on his desk and dialed a number.

It rang several times. Finally, someone picked up. "Hello?" a male voice said.

"I expected a status report from you fifteen minutes ago," Perry said irritably.

The voice paused. The man on the phone was checking his watch. "I apologize, Mr. Perry," he said after a moment. "I've been working to execute the plan all day and I must have forgotten."

"Well, give me the report now," Perry demanded. "What is the status of Operation Deep Blue Sea?"

"It's going better than we planned, Mr. Perry."

Perry nodded, satisfied. "Excellent. I sent a document by courier this morning. Did you get it?"

Perry heard papers rustling on the phone. "Yes, I have it here," the voice said.

"That's the master plan for Operation Deep Blue Sea! Keep it safe! All the details of the operation are in there. You must follow the instructions in it exactly."

"I will. You can rely on me," the voice said. "Very soon, all of Cape Suzette Harbor will belong to Miniversal."


	6. Things are tough all over

**Chapter Six.**

**Higher for Hire**

It was the middle of the workday. Bright sunlight streamed through the windows of Higher for Hire's offices. Rebecca Cunningham paced frantically around the room, opening drawers and looking under furniture. She was getting desperate to find what she was looking for. _Where is it? _she wondered to herself. _It has to be here somewhere!_

"Wildcat!" she shouted, hoping he was around. "Wildcat! Where are you?"

"Down here, Miss Cunningham!"

_That's odd, _she thought. She had heard Wildcat answer quite clearly, but saw no sign of him as she looked around her office. "Where-" she began, but then the floor beneath her feet started to move, startling her. She cried out and jumped away as the trap door she had been standing on slammed open. Wildcat's head and shoulders emerged from the crawlspace under the building.

"There you are!" Rebecca exclaimed. "I've been looking all over for you! Have you been down there all morning?"

"Pretty much," Wildcat answered. He was sweaty, and the brim of his cap was stained with grease.

Rebecca wrinkled her nose distastefully. "What are you fixing down there?"

Wildcat scratched his head, unsure what she meant. "Oh, like, there's nothing broken down there," he said. "I was just sightseeing."

Rebecca looked confused. She started to ask Wildcat a question, then thought better of it. "Um, okay," she said tersely.

Wildcat looked at her questioningly. "Did you need something?"

"Oh yes," Rebecca said, remembering why she had asked for him in the first place. "Have you seen my interview schedule? I left it right here on my desk and now it's gone!" She pointed to the empty spot on her desk where it had been.

Wildcat scrunched his face up, thinking. "Hmmm," he said. He framed his hands into a rectangle. "Is it a piece of paper about this size?"

Rebecca nodded. "Yes."

"Did it have the names of all the pilots you're going to interview today for Baloo's old job?"

"Yes."

"And the times you're going to meet with them?"

"Yes!" Rebecca said, getting impatient. Wildcat obviously knew its whereabouts. "Where is it?"

Wildcat shrugged, mystified. "Haven't seen it." He ducked back into the crawlspace.

Rebecca stared helplessly at the empty spot on her desk. She felt like banging her head against it.

"Look out below!"

Rebecca glanced up just in time to see a perfectly made paper airplane dive down from above and swoop past her face. On the mezzanine above sat Molly. "The Danger Plane is coming in for a landing!" Molly announced dramatically. She watched the paper plane excitedly as it glided across the office. "Reyyyoooowwwwww!" She was wearing her full complement of Danger Woman accessories, which consisted of a red cape and a colander turned upside-down on her head like a helmet.

The paper plane hit the wall and fell to the floor, partially unfolding itself. Rebecca picked it up. It was her missing interview schedule – now all creased and wrinkled, thanks to Danger Woman. Normally Rebecca would have found this display from her daughter to be cute, but today she wasn't in the mood.

"Young lady, you get down here right now," she growled.

Molly's smile disappeared. "Aw, mom!" Danger Woman knew she had been defeated. She trudged down the stairs slowly.

"This is an office," Rebecca admonished her daughter. "I'm trying to run a business here! You can't just grab papers off my desk and make Danger Planes out of them!" She placed the battered interview schedule on her desk and applied pressure to it, trying to smooth out the creases.

"Sorry," Molly said quietly.

Rebecca could tell she meant it. She shifted to a more forgiving tone. "It's okay. Just don't do it again."

Molly clambered up on the footstool next to the desk. She stared at the schedule curiously. "What's that paper for, anyway?"

"Mommy's going to interview people today for Baloo's old job. Soon we'll have ourselves a new pilot! Aren't you excited?"

Molly made a face. "Why can't we just get Baloo back? He can fly your cargo!"

"Oh, Molly…we've been over this. Baloo's gone. It's been over two weeks since he moved to Raceville. We're going to have to find someone else." Rebecca sighed. Even now it still sounded strange to say it.

The first few days after Baloo's move had been hectic. His departure had brought up all kinds of extra work for Rebecca. She had scrambled to place ads in the local papers looking for a pilot. She had gone downtown several times to look at airplanes for sale. And Wildcat had experienced trouble making some of his runs, so she had been forced to explain to her clients why their shipments were being delayed.

Luckily that period of adjustment had only lasted a few days. Things got better quickly. A bunch of pilots responded to her ads. Most of them had their own planes, so there didn't seem to be a pressing need to purchase one on her own. And she had decided to take on a reduced client load to accommodate Wildcat, so the business was now running smoothly. Now, although she missed having Baloo and Kit around, she felt she and Higher for Hire were starting to get used to life without them. It felt good to be interviewing pilots for the open job. Once she hired someone, she was sure things would return to normal.

Rebecca's mind turned to that day's shipments. "Wildcat," she called out. "Are you still down there?"

"Yes, ma'am!" Wildcat's voice drifted up through the open trap door.

"We'll, finish up whatever you're doing and get up here! We have shipments going out today!"

"Okay!"

Someone knocked on the door. Rebecca looked at the clock. _Must be the mailman, _she thought. She went to the door and opened it. Sure enough, the kangaroo who delivered Higher for

Hire's mail was bouncing up and down outside the door. The pouch on his belly was stuffed with envelopes. He withdrew a single white envelope from the pile and handed it to Rebecca. "Good morning, Miss Cunningham. Just one letter today."

"Thanks," Rebecca said, taking it.

"Have a good day." The mailman tipped his cap and hopped away, leaving a trail of envelopes as they fell out of his pouch.

Rebecca looked at the envelope in her hand. It was very thin. The top left corner read: CAPE SUZETTE BANK & TRUST COMPANY. Rebecca didn't even to open it; she knew immediately what was inside.

"Oh no!" she groaned, slapping her forehead.

Molly gave her a concerned look. "What is it, Mommy?"

"It's from the bank. I forgot to make this month's mortgage payment on Higher for Hire!"

"Uh-oh."

Rebecca looked mournfully at the envelope. She could not believe she had forgotten. Normally she was never late with the payment. But this month, there was no question what had made her forget: Baloo's move. With all the excitement and hubbub following his departure, the payment had just slipped her mind.

Rebecca sighed. "It's okay, honey. I can still make the payment. They'll just charge a late fee. But I hate late fees!" She gritted her teeth as she thought about how much the bank would charge her. It was highway robbery in her opinion.

She opened the envelope to see how much she owed. She grimaced. It was highway robbery, all right.

She decided to send out the payment immediately. She walked to her desk, pulled out Higher for Hire's checkbook, and started writing the check. As she wrote it, she happened to glance over the old checks in her register. The last few were all made out to Griffith Investment Advisors, her new investment manager. She had made several follow-up deposits with Griffith after her initial one. The money was mostly revenues from jobs that came in after she had opened her account with Griffith. She had also invested the fifty thousand dollars she received from Baloo. With all that money invested, it gave her some comfort to know that her investment would earn back the amount of her late fee in a day or so. In fact, if she had had more cash-

Rebecca froze suddenly. She hadn't been thinking about the mortgage when she wrote those checks to Griffith. There was no longer enough money left in her bank account to make the mortgage payment.

Silently, she scolded herself for investing too much money too fast. It wasn't a big deal, though...more of an annoyance than anything else. All she had to do was withdraw a small sum of money from Griffith and she would be able to make her mortgage payment. But it made her look careless and she was embarrassed by that. _I'll just have to be more careful next time, _she said to herself.

She rummaged around her desk drawer, looking for Griffith's phone number. _Where is that business card of his? Aha! _She withdrew the card from her desk, picked up the phone and dialed. The other side picked up instantly.

"Hello," Rebecca said, "I'd like to speak with-"

"We're sorry," a recorded voice said. "The number you have reached is no longer in service. Please try your call again." There was a click as the connection was broken.

"Hm," Rebecca remarked. "I must have misdialed it."

She hung up and dialed the number again, looking closely at Griffith's business card as she did so.

She got the same message. "We're sorry. The number you have reached is no longer in service. Please try your call again."

Rebecca scratched her head, mystified. She was sure she had gotten the number right that time. She tried the call again a couple more times, only to get the recording each time. What was going on?

"Wildcat," she called out. "Is this phone broken again?"

Wildcat's head emerged from the trapdoor. "Don't think so, why? What's wrong?"

"I've been trying to call our money manager," Rebecca said. "But it says the number has been disconnected." She remained calm. She was concerned about not being able to reach Griffith, but at the same time she was sure there was a reasonable explanation. She just wasn't sure what it was.

Molly spoke up. "Maybe Mr. Griffith's phone is broken," she offered helpfully.

A light bulb went off in Rebecca's mind. "Right, of course!" she exclaimed quickly. "That has to be it!" She breathed a sigh of relief, grateful for some plausible explanation to the situation. "Molly, you're a lifesaver. For a moment I thought…" Her voice trailed off. She didn't want to worry herself unnecessarily.

"Well, never mind what I thought," she said cheerfully. "I'll just go over to Griffith's office and make the withdrawal in person!"

**Downtown Cape Suzette**

Rebecca stared at the building in front of her in disbelief.

It looked like no one had been inside in years. The front of the low-rise office building was falling apart. The walls were cracked in numerous places. The windows that were broken or boarded up outnumbered the ones that were intact. The place was almost certainly abandoned. Not that they could go inside and check; a heavy padlock and chain on the front door prevented anyone from entering.

"I can't believe this!" Rebecca said as she continued to stare at the building. "Are you sure this is the right address?"

Beside her, Wildcat held Griffith's business card close to his face and squinted at it. He had agreed to accompany his boss into the city, to help her find Griffith's office.

"Oh, definitely, Miss Cunningham," Wildcat said. "This is 575 Main Street, Cape Suzette." He looked at the building in front of them and scratched his head. "Unless, like, there's another Cape Suzette somewhere."

"But this building is abandoned! It _can't _be the right address!" Rebecca was startled when she heard herself speak and noticed her voice was beginning to shake. Her mind raced as she tried to figure out what was going on. How could Griffith give them an incorrect address and phone number? Unless...

_No, _she thought, quickly rejecting the idea. _It couldn't be. _But the more she thought about it, the more nervous she became. What other possible explanation could there be? She was vaguely aware of an unpleasant feeling starting to form in the pit of her stomach. It felt awful.

"Is there any other contact information for Griffith on that card?" she asked Wildcat.

Wildcat searched the card, turning it upside down and backwards. Finally, he said: "Uh…nope."

Rebecca gulped nervously. "Oh dear…Wildcat, I'm beginning to think I made a terrible mistake."

"Hey, Miss Cunningham," Wildcat began, "uh…I was just curious. Like, how much of Higher for Hire's money did you invest with this guy?"

"Almost everything!" Rebecca almost shouted back.

There was an uncomfortable silence.

"Oh."

Rebecca cradled her head in her hands. "How am I going to get my money back?" she wailed desperately. She stood there for a few moments, lost in her own frustration. Then a look of businesslike determination crossed her face. She grabbed Wildcat's arm and started to march down the street, practically pulling her mechanic alongside her. "Come on!" she said fiercely. "There's not a moment to lose!"

"Yeah!" Wildcat said enthusiastically. "Not a moment to lose! We'd better hurry!" He paused. "Um…where are we going?"

"To the police!" Rebecca answered. "We have to get to the bottom of this!"

The Cape Suzette police headquarters building was a just few blocks away. Rebecca marched her way there like she was on a mission, dragging Wildcat the whole way. When she got to the station she stormed in through the front door – and stopped in her tracks.

Inside the station there was a mob of people. They filled up the waiting area, packed so tight it was impossible to see across the room. Rebecca could not take more than two steps into the station so she could barely see inside, but she could tell that most people in the crowd were extremely upset. Some of them shouted angrily that they wanted to see the police.

A tall police officer at the front of the room held up his hands and yelled for order: "All right, settle down! You'll all get to see the sergeant eventually!" Everyone just kept chattering angrily.

Rebecca searched the faces in the crowd and realized she recognized some of them. They were business owners she knew from around town. There was the alligator who operated a marina located near Higher for Hire. She also spotted the woodchuck who owned the Cape Suzette Harbor Hotel.

_What is going on here, _she thought.

A policeman dressed in uniformed blue came up to her, elbowing his way through the crowd. He was holding a notepad and pencil. "Name?" the tall bear asked her. He sounded tired, like he had asked that question a hundred times already.

"Rebecca Cunningham," Rebecca answered.

The officer wrote something on his pad. "What are you here for?"

"I need to report a fraud! I think I've been swindled by someone named Griffith! I need to speak with an officer right away!"

The officer looked up from his notepad and rolled his eyes. "Ha! Take a number, lady! What do you think all these people are here for?"

It took a moment for Rebecca to understand. Her mouth fell open. "You mean..."

"Yup! You weren't the only one to invest in Griffith's phony fund!"

Rebecca looked at the mob around her. There must have been more than a hundred people in the room. "This is unbelievable!" she said. "All these people..." Her voice trailed off.

"Just wait here," the officer instructed her. "The sergeant on the case wants to address all of you." Rebecca nodded and he walked away to go talk with someone else.

Rebecca stared after him. "Wildcat, can you believe this?" she asked.

Wildcat was staring at a movie poster on the wall. "Yeah, I know," he answered, not taking his eyes off it. "I can't believe they made a sequel to this movie. The first one was bad enough."

As Rebecca wondered how she could convince him to go into therapy, the door to the waiting room opened and another cop walked in from the officers-only area. The cop was an older bulldog with a weathered face. Rebecca could tell from his manner that he was more experienced than the other policemen she had seen earlier.

"May I have your attention, everyone...attention, please!" the bulldog shouted in a loud, gruff voice. The crowd fell silent.

The bulldog cleared his throat and continued. "I'm Sergeant Stanley, the head man on this case. You're all here for the same reason. Spencer Griffith."

"Where is Griffith?" someone in the crowd snarled.

"Yeah! Tell us where he is!" another chimed in.

Sergeant Stanley looked at them with a grim expression, and said:

"He's disappeared."

The crowd began to chatter angrily again.

"Disappeared?"

"I invested over a hundred grand with that guy!"

"You have to find him!"

Sergeant Stanley held up his hands. "Quiet. Quiet, please!" After everyone had fallen silent again, he continued. "We've done some digging and it turns out Griffith is wanted in several other cities. It looks like you're all the victims of a professional con man."

He pulled down a shade at the front of the room. Rebecca could barely see it through the crowd, but she could see there was a mug shot on it. The mug shot was of a disheveled-looking jackal in prison clothes, smirking at the camera. It was clearly Griffith, but he looked much different than the suave, well-dressed businessman she had met with a couple of weeks ago.

"Details are sketchy," Sergeant Stanley said. "But it seems that Griffith travels around from city to city, conning businesses and individuals to invest with him. Once he gets enough money from one city, he skips town with the cash."

No one said anything. To Rebecca's surprise, her own voice was the one to break the silence. Speaking up so the sergeant could hear her, she asked, "How many people in Cape Suzette were affected by this?"

"At least a hundred and fifty complaints so far." A thoughtful expression crossed the sergeant's face. "What is strange is that so far, all of the victims that have come forward own businesses around Cape Suzette Harbor."

"Well, that's very interesting," Rebecca said, with a touch of sarcasm, "but what about our money? How are we going to get it back?"

"Yeah!" someone else added. "Our businesses will go bankrupt without it!"

Sergeant Stanley shook his head slowly. "We're doing the best we can. But until we find Griffith, there's nothing we can do to get your money back. Until then you'll just have to write off the loss. I'm sorry."

The sergeant's words stung Rebecca like daggers. Her heart sank as she realized the hopelessness of her situation.

There was nothing the police could do.

How was she supposed to pay off the mortgage now?

**Higher for Hire**

Rebecca raised her voice a bit, trying to be heard over the sound of the hammering next door. "Yes, I realize that I'm late on the payment," she said. "But you have to give me more time!"

The suit-clad banker from Cape Suzette Bank & Trust looked at her regretfully and shook his head. "I'm sorry, Miss Cunningham, but we can't do that," the pig said. "We need payment now or we're going to foreclose."

"But this is an extreme circumstance!"

They were standing on the pier outside Higher for Hire, near dusk. The sound of hammering could be heard echoing throughout the harbor from multiple locations. It sounded like construction being built but really, it was just the opposite. The sound was from bankrupt harbor businesses boarding up their windows and doors.

Next door, the owner of the waterfront restaurant was hammering up a sign on his front entrance that read "OUT OF BUSINESS." A little farther down the street, the staff of the Cape Suzette Harbor Hotel was busy boarding up all its windows and doors. A sign on the front of the hotel read "FORECLOSED." Rebecca had seen this scene repeat itself many times over the last few days. It seemed like every single business in the harbor had lost their money to Griffith. The place was rapidly becoming a ghost town.

Rebecca knew she was going to end up the same way if she didn't convince this banker not to foreclose on her. But so far he wasn't budging.

"I've been a victim of a massive fraud!" she said. She motioned for the banker to look around the harbor. "A lot of of the businesses around here have lost almost everything!"

The banker looked around with his regretful expression. Rebecca could tell he felt some sympathy for her. But was it enough to delay the foreclosure?

"Please!" she exclaimed. "If you just give a month, I should be able to raise enough to make the payment!"

The banker seemed to consider this for an instant, and Rebecca felt a surge of hope. But her hopes were dashed when he sighed and shook his head again. "I sympathize with you, I really do. But deadlines are deadlines. I'm sorry. We will have to foreclose."

He started to turn and walk away, but Rebecca grabbed his shoulder.

"Please," she pleaded, looking directly into his eyes. "I've invested my life into Higher for Hire."

"I'm sorry, Miss Cunningham. But there's nothing I can do."

Rebecca could tell that was his final word on the matter. Reluctantly, she let go of his shoulder. She watched as the banker walked away from her, got into his car, and drove away. She was alone.

That was it, then. It was all over.

She slumped down on the nearest crate on the pier. She looked up at the business she had worked so hard for. She had invested all her personal savings to purchase it. It had been her life for the past year and a half. She had loved Higher for Hire like a second child.

Now it was all going away.

She thought bitterly about Spencer Griffith and that first meeting with him. The way he had smooth-talked her into giving him all her money, even though she knew she was investing too much. _How could I have been so stupid? _she thought. _If only I had just listened to myself! If only-_

"What's wrong?"

The voice was behind her. Rebecca turned around. "Oh...Wildcat," she said.

Wildcat was standing next to the crate, looking concernedly down at her. He seemed to sense that something was wrong. Rebecca realized how depressed she looked, sitting all by herself out there.

"Are you okay, Miss Cunningham?"

Rebecca shook her head no. "Thanks to Griffith, I can't pay the mortgage, and now the bank is going to take Higher for Hire."

Wildcat's eyes widened. "Really?"

Rebecca felt tears beginning to well up in her eyes. She couldn't help it.

"I really messed up this time, Wildcat," she sniffed. "I've lost Higher for Hire and it's all my fault. How could I have been so stupid? I should have known not to invest so much money with that-that...phony!"

"But remember what the sergeant said?" Wildcat said gently. "Like, that guy was a pro! He fooled everybody!"

"Yes, but I'm supposed to have good business sense!" Rebecca's voice was quivering. "No real businesswoman worth her salt would have gotten swindled so easily! I'm just... just... a failure!"

As she blurted out the words, something inside her just gave way, and she began to cry. All the frustration and sadness that had been building up in her over the last few days came pouring out. She buried her face in her hands, sobbing softly, letting the tears run down her face. She knew she should have been embarrassed that Wildcat was seeing her like this, but she didn't care at the moment.

It seemed like a full minute before the tears stopped flowing. She looked up at Wildcat, dabbing at her eyes, eager to change the subject. "I...I guess you're going to have to look for another job soon," she said. Another thought hit her, and she sat up straighter. "And me too! How am I going to take care of Molly without a job?"

"Aw, don't worry Miss Cunningham. Like, you're really smart and hardworking. And you always smell good. I know you'll find a job soon."

"I hope so." Rebecca smiled. Wildcat had a weird way of putting things, but inside he had a good heart. She felt better after talking to him. She stood up. "I suppose I'd better get my resume ready and start sending out applications! Thank you for listening, Wildcat."

Wildcat smiled back. "No problem!"

"You know," Rebecca said thoughtfully, "there's still one thing I can't figure out about this fraud."

"What's that?"

"Well, have you noticed how all of the businesses affected by the fraud seem to be located on the harbor? That seems really odd to me. Why would Griffith only target businesses on the harbor but not the more profitable ones downtown?"

Wildcat thought for a moment. "I don't know. Maybe he likes swimming?"

**Cape Suzette Bank & Trust**

The banker from Cape Suzette Bank & Trust felt terrible as he arrived back at his office and sat down at his desk. Higher for Hire had been the tenth business his bank had foreclosed on this week. And he had been forced to deliver the bad news to every one of them. It was a very depressing job. He hated having to look into their eyes and tell them there was nothing he could do to help them.

He hoped that the business owners realized that it was the truth, and there really was nothing he could do. His bosses at the bank were the ones making the decisions, and he was just the messenger. In fact he felt very bad for the business owners and what had happened to them. A professional con man! Who could have seen that coming? He could only hope that those owners would land back on their feet somehow.

The banker shook his head sadly. Wanting to take his mind off of the foreclosures, he picked up a pen and started to do some paperwork when the phone on his desk rang.

He picked it up. "Cape Suzette Bank & Trust."

"Good afternoon," a smug-sounding male voice said. "Your bank does mortgages for businesses around Cape Suzette Harbor, correct?"

"Yes, that's right."

"Good. I want to buy the recently foreclosed harbor businesses."

"I see. Well you're going to have to be more specific. We've had a lot of foreclosures recently. Which property would you like to buy?"

"All of them."

"What!" The banker half-rose from his chair, surprised. "You can't be serious."

The voice chuckled. "I'm entirely serious, I assure you. This is Mr. Perry, of the Miniversal Corporation."


	7. All in a day's work

**Chapter Seven.**

**The Desert, Outside Raceville**

"Faster, Baloo!" Kit urged.

"I'm fasting, lil' britches! I'm fasting!" Baloo answered. _If we fly any faster, we'll travel back in time! _he thought. The Sea Duck was at maximum throttle. The desert scenery outside the cockpit was zooming by at a tremendous pace.

Baloo was gripping the steering wheel so tightly that it hurt. And if he looked to his right he would have seen that he was flying dangerously close to the outcropping of rock on that side. But he didn't care: all his attention was focused on the dark green biplane in front of him. She didn't look like much, he thought, but she was deceptively fast. He and Kit had been playing catch-up to the race leader for almost the entire race. Now they were almost on him, but there was less than one lap to go.

_Come on, baby, _Baloo thought to himself. He stared intently at the plane in front of him, trying to will the Sea Duck to catch up to it. With glee, he saw that they were gaining. The biplane was fast, all right, but the Sea Duck was just a tiny bit faster.

In a few seconds the Sea Duck had made up the distance and was right behind. Baloo tensed up as he prepared to maneuver the Sea Duck past the leader. He knew his opponent would not relinquish the lead easily.

"Hold tight, Kit," he warned. He eased the control stick to the left and the Sea Duck shifted in mid-air, as if changing lanes on a road.

Just as Baloo expected, the race leader also moved left, trying to block him from passing. Suddenly Baloo gave the control stick a hard twist to the right, flipping the Sea Duck onto her side, and blew past the leader's plane, forcing his way through the narrow space between it and the rocky outcropping on the other side.

"Ya-hoo!" Baloo shouted as he took the lead.

The other pilot slowed down abruptly to avoid crashing into the Sea Duck, and Kit caught a glimpse of his face as they passed him. He had an utterly shocked expression on his face. He'd seen that expression before from many of the racers over the past couple of weeks, once they saw how good a pilot Baloo was.

Baloo looked in his rear view mirror and saw the other pilot receding rapidly into the distance. Now comfortably in the lead, he righted the plane and allowed himself to relax. "Less than one lap to go," he sighed to Kit. "This one's in the bag!"

"Don't count your races before they're finished, Baloo," Kit answered. "Our old pal Jarrett is still back there somewhere."

Baloo paused. Kit was right. He and Jarrett had faced off several times since the Raceville Desert Classic, and it was starting to become clear that the wolverine harbored a particular dislike toward him. _Probably because I've won against him every time we've raced, _Baloo thought. He always expected at least one dirty trick from Jarrett whenever they raced, and usually he was right.

But it looked like they might be safe in this race. Jarrett had fallen behind them in the early laps, and by now he wasn't even close to them. Baloo glanced in his rear view mirror again. There was nothing but open sky and the racer he had just passed. No other planes were in sight.

"Relax, Kit. We left Jarrett behind a few miles ago. There's no way he can catch up to us."

* * *

_When is that fat bear going to catch up to me? _Jarrett growled to himself.

The big wolverine was sitting by himself in his plane a few miles ahead of where Baloo was. His plane was parked behind a boulder at the edge of the race course, hidden from sight. He scanned the desert with binoculars, looking for the Sea Duck. He had already been waiting several minutes for it to pass by, without success. But he was patient; he knew Baloo would come eventually.

Jarrett heard the sound of an engine in the distance, and swung his binoculars in the direction of the sound. He adjusted the focus on his binoculars, trying to see who it was. Yes, it was Baloo all right. And he was in the lead again.

Jarrett took his eyes away from the binoculars and shook his head in disbelief. How did that newcomer manage to take the lead in every race he entered? And in a bulky seaplane at that? As much as he disliked Baloo, he had to admit the bear was a good pilot. _Almost as good as me_, Jarrett thought with a thin smile. _Well, he's not winning this race._

Jarrett couldn't wait to give Baloo the surprise he had in store for him. He knew Baloo thought he was way out in front. He would never know that Jarrett had taken an illegal shortcut through the rocks. He would never know that he was lying in wait for him.

Jarrett started up his engine. He cackled to himself as his plane rumbled to life. He waited as Baloo got closer and closer to his position. When the moment was right, Jarrett zoomed out from behind the boulder and flew straight towards the Sea Duck.

His finger rested above a red button on his dashboard. _Let's see if my friend can handle a little reduced visibility, _he thought. _Like I always say, grease on earth and goodwill to men..._

* * *

Kit pointed out the windshield. "Baloo, up ahead...look who it is!"

Baloo's mouth fell open when he saw Jarrett's signature black plane. "How'd he get all the way up here?"

Kit suddenly realized Jarrett was headed straight for them. "Look out!" he cried, ducking for cover.

Baloo and Kit braced themselves for a head-on collison, but Jarrett's plane pulled up at the last second, missing them by inches. There was a sharp buzz of propellers as he passed overhead. There was a splashing sound, and suddenly the Sea Duck's windshield was covered in some sort of black oil.

It happened so fast, it took Baloo a moment to realize that he could no longer see anything. He squinted and moved his head about frantically as he tried to see through the mess. "What is this stuff?" he said in disgust. "I can't see a thing!"

"It's gotta be Jarrett. He must have some sort of trap on his plane!" Kit realized aloud. "Try the windshield wipers!"

Baloo already had the wipers going full blast. "I did! It's no use," he said, shaking his head. "They just spread that stuff across the windshield even more!" With his visibility gone, he was starting lose control of the plane. The Sea Duck was starting to rock dangerously back and forth.

Kit knew they had maybe seconds before they crashed. He started looking wildly around the cabin, searching for something that could help them. His eyes fell on a fire extinguisher in the corner of the cockpit, and an idea came to him. The next thing he knew he had leapt out of his seat. He had the extinguisher under his arm as he hurriedly tied a rope around his waist.

"Kit, what are you-"

Before Baloo could finish his sentence, Kit kicked open the passenger side door. A steady rush of hot desert air blew through the cockpit. Kit reached beneath his seat and snapped open his airfoil. "I'm going out," he announced.

"Be careful!"

Kit positioned himself on top of his airfoil, then leapt out the passenger door into space, clutching the fire extinguisher in his hands.

He immediately started plummeting towards earth. The wind howled around him, trying to rip him from his board and tear the extinguisher from his hands. Kit held a firm grip on the extinguisher as he calmly balanced himself on his airfoil. He waited patiently until he caught an updraft of moving air, then twisted his legs, changing the angle of his board to ride the current. The strong wind lifted him upwards. Within seconds he was back up to the level of the Sea Duck. At that point he reached his arms out, stopping his ascent and controlling his flight. He began to glide alongside the Sea Duck, the rope around his waist keeping him tethered to the plane, trailing back through the door he had just jumped out of.

Kit tilted his airfoil slightly to increase his speed. He glided forward, toward the nose of the plane. As he got closer, the windshield, splattered with oil, came into view. Jarrett had done a thorough job. No matter how hard Kit looked he couldn't see a trace of Baloo on the other side of the glass. Kit glided closer until he was hovering right above the windshield. Then he snapped off the safety on the fire extinguisher and gave it a good shake. "Time for your bath!" he said.

Kit aimed the nozzle at the windshield and pulled the trigger. _Foooooosh! _White foam sprayed all over the windshield. The foam began to mix with the slippery black oil, creating a distasteful-looking gray froth. Kit moved the nozzle around as he continued to spray the windshield, trying to cover the entire surface. Before he knew it he had used up the entire extinguisher. _Missed a few spots, _he thought, frowning. _Well, hope it's enough_.He glided back outside the door and flashed Baloo a thumbs-up sign. "All set, Baloo!" he said. "Try the wipers now!"

Baloo flicked them on. At the very first stroke of the wipers, a huge patch of blue opened up on the windshield. The grease was coming off easily now. Baloo pumped his fist. "Kit, you did it!"

Kit climbed back into the cabin and closed the door. He tossed the spent fire extinguisher onto the floor and exhaled a sigh of relief. "It's like Miss Cunningham always says, right?" he said. "A clean plane is an efficient plane."

Baloo shook his head in amazement. "You are a piece of work, kiddo."

The windshield was cleaning itself off quickly. They could already see the race course coming back into view.

Baloo looked outside, taking some time to get his bearings back. "Not bad," he said after a moment. "We're actually not too far off course. Thanks to you it looks like we only lost a few seconds."

"And there's Jarrett up ahead." Kit pointed toward the horizon. Jarrett's distinctive black plane was clearly visible in the distance as it followed the path of the racetrack, heading towards the finish line. As they watched the plane, Baloo and Kit suddenly noticed Jarrett had slowed his airspeed dramatically.

"Baloo! Do you see that? He's-"

"Slowed down!"

"But why?"

"Probably thinks he's won already!"

They were both thinking the same thing: they had a chance to catch him.

"What do you think, Baloo? Can we still win?"

"Dunno, Kit. Whaddya say we try and find out?" Baloo gunned the engines and the Sea Duck surged forward.

* * *

Jarrett flew at a leisurely pace through the desert. He had been flying nice and easy for the last minute. He was feeling rather proud of himself for wrecking Baloo, and wanted to take the time to savor his victory. He saw the finish line for the race a short distance up ahead, two wooden poles stacked in the middle of the desert. A small crowd had gathered to watch the end of the race.

_I wonder what I'll spend the prize money on, _he thought. _Maybe some new sabotage devices for my plane? Or maybe something else?_

He was so focused on the possibilities for his winnings that he almost didn't notice the Sea Duck zoom by him, traveling at a furious pace. It took him a second to realize what just happened. His eyes widened. "No!" he cried. "Impossible!"

Desperately, he slammed on the throttle, kicking his plane into high gear. _Who is this guy? _Jarrett wondered. _That oil slick hit him head on - how did he manage to escape?_ His plane flew frantically after the Sea Duck, both racers hurtling toward a photo finish.

* * *

"He's gaining on us!" Kit shouted, looking back through his window.

"The pedal's to the medal, lil' britches!" Baloo shouted back. He squeezed the control stick with all his might, trying to wring every last possible ounce of speed from his aircraft. Out of the corner of his eye he saw a black shape in his rearview mirror getting larger and larger. Jarrett's plane was faster than the Sea Duck; he was definitely gaining on them. But the finish line was almost right in front of them now. It was so large in his windshield that he felt he could almost reach forward and touch it.

It was going to be close.

Very close.

What happened next was just a blur to Baloo. He crossed the finish line, but it seemed to him like Jarrett crossed at the exact same instant. Baloo had no idea if he had won or lost. He was even more confused when he didn't hear the race official, who was supposed to call out the name of the winner. _Maybe we tied, _Baloo thought. _Oh man, does that mean I have to race against Jarrett again?_

The race official's amplified voice broke in on his thoughts. "And the winner is...Baloo!"

"All right!" Baloo almost leapt out of his seat. He held up his paw as Kit slapped it for a high-five. "We did it!"

"Congratulations, Papa Bear!" Kit said. "I knew you could do it!"

Baloo reduced his throttle and went in for a landing. His approach was perfect. On his way down he saw the small crowd in the stands on their feet, looking in his direction and applauding. The plane gently touched down on the desert sands and he taxied to a stop.

He turned off the engine, and took a moment to recline in his chair and calm himself down, as he had been doing after almost every race. He was short of breath. His heart was beating a million miles a minute. He was also sweating profusely. _Race jitters, _he thought. _Two weeks in and I'm still not entirely used to them._

He felt Kit tapping him on the shoulder. "Come on Baloo. We've got to get to the awards ceremony."

"In a minute, Kit." Baloo stayed there for a few more moments, his eyes half-closed. Finally, he said, "Okay, let's go."

They got out of their chairs and walked outside into the desert.

It was late afternoon and the sun was low in the sky. Baloo realized thankfully that it was his last race of the day; he wasn't sure he could handle another one right now. Out of the corner of his eye he saw Jarrett's plane taxiing to a stop a few yards away. He couldn't help but crack a smile; he could only imagine how steamed Jarrett must be been at him. _Of course, considering his temperament, maybe that's not such a good thing, _he realized uneasily.

As he and Kit walked toward the awards ceremony, Baloo thought: _I guess this is how your life is now. Death-defying maneuvers. Crazy saboteurs. Last-second finishes. All in a day's work at your new job._

**Raceville**

The awards ceremony was short and to the point. Less than an hour later Baloo and Kit were back in Raceville, meeting with Ignatz in his office. Baloo grinned at his new employer. "Another day, another victory, eh boss?"

Ignatz smiled at them from behind his desk. Compared to Baloo's old office at Higher for Hire, Ignatz's office was small, cramped, and aside from a few racing posters on the walls, sparsely furnished. The desk and chair, which were normal size and about twenty times too big for Ignatz, took up most of the space. The furnishings weren't at all indicative of how well Ignatz had done the last few years; he could have afforded a much bigger and better office. But then, he didn't need much space.

"Great work, Baloo," Ignatz said. "That's four first-place finishes in your last four races." There was a pile of stacked dollar bills heaped messily on the desk. Ignatz pushed part of the pile towards Baloo. "Here's your share of the jackpot."

"Thanks," Baloo said. He opened the burlap sack he had brought with him and began sweeping the cash inside. The win should have put Ignatz in a good mood, he thought. Baloo hoped so – he was hoping to make a little request from his new boss.

But he had barely scraped the last of the cash into the bag when Ignatz announced he had another assignment for them. "Listen up," he said. "I've found the next big race you guys are going to be entering." He slapped a brightly-colored racing poster flat onto the desk. Baloo and Kit leaned closer to read it. The picture on the poster was a montage of planes battling it out in the desert. Bold letters at the top of the poster read:

"THE DEATH VALLEY 500"

"This is it, guys," Ignatz said excitedly. "The big kahuna! The jackpot for this one is ten times what you've been competing for so far. It's the largest race around these parts...the Death Valley 500!"

Baloo and Kit stared at the poster, their eyes transfixed.

"The whole racetrack is isolated deep in the desert," Ignatz said. "Really deep - much farther in than you guys have been before. We're talking miles away from Raceville."

Kit spoke up. "Isn't that dangerous?"

"Well, yeah. Of course it is, kid," Ignatz said with a shrug. "That's why the jackpot is so high. You get lost on the racetrack or crashed out there, you're so far away from civilization that you're pretty much done for."

Baloo raised an eyebrow. "Done for?"

"Don't worry. That's only happened a few times throughout the history of this race."

"How long has the race been going on for?"

Ignatz stroked his chin, thinking. "Let's see...oh, the first one was last year."

Baloo cleared his throat. "I don't know about this, Ignatz. Can't we enter a race with a safer location?"

Ignatz shook his head emphatically. "Afraid not! I've already signed you guys up for a spot! Remember, when you took the job we agreed that _I_ pick which races you guys enter. And I want to play for bigger stakes from now on."

Baloo felt a quick surge of resentment. _Easy for you to say, _he thought. _It's not you risking your neck out there. _He almost said something about it, but decided it would be best to just agree. "Fine, we'll do it," he said.

"Good," Ignatz said briskly.

Baloo saw an opportunity to make his request. He cleared his throat. "Say boss, me and Kit have been flying races every day since we got here. We were wondering if we could get some time off?"

Ignatz immediately frowned. He looked at Baloo as if he were from another planet. "Time off? What do I look like? You just started two weeks ago and you're already asking for a vacation?"

Baloo was surprised at Ignatz's reaction. He had been doing such a good job at the races, he thought for sure Ignatz would say yes to some time off. For a moment he wasn't sure what to say. "Well, the thing is, I didn't realize we would be racing every single day. I thought you said this was going to be a part-time gig!"

"Part-time is a relative term, Baloo. You're still not working full days. I don't have you flying more than one race a day, do I?"

"No...but even that one race a day is more than enough. Preparing for these things is tough. And stressful!"

Kit noticed Baloo's voice was rising. He was starting to get defensive. Instinctively, Kit reached a hand out to calm him down.

"You see Baloo," Ignatz said, "the thing is that time is money. Every day you're not racing is a day where I'm...I mean we're...not making money." He sighed. "I'm getting soft, but fine...you guys can have a day off. But this race is tomorrow," he said, gesturing to the poster on his desk. "You'd better be back by then, or you're fired!"

Baloo felt incredibly insulted. It was now obvious that Ignatz viewed him as a little more than a money-making machine. He started to say something else, but Kit pulled at his arm, stopping him.

"Come on, Baloo, let's go."

Baloo shook his head angrily as he and Kit left Ignatz's office. "Man," he complained, "that was worse than asking Rebecca for time off!"

* * *

"The nerve of that bird! Treating me like that after I won all those races for him! I mean, what does he think I am, an Auto-Aviator?"

Baloo's voice echoed down the hallway of the hotel as he trudged along, carrying the sack of money over his shoulder. The two of them walked slowly to their room. They had been living in Ignatz's hotel since they moved to Raceville, Ignatz allowing them to stay until they found a permanent place.

"I tell you, Kit, this racing thing isn't all I thought it would be," Baloo muttered. "I haven't been this tired since the time we flew that all-night job out to Yerjoshinmee."

They reached the door to their room. Kit opened the door and held it for Baloo. The big bear walked in, threw the bag of money onto the floor, and plopped down on his bed, exhausted. The room wasn't much. A couple of beds, a single table with a lamp on it. They were still living out of their suitcases, which lay open on the floor.

"And it's not just that, kid," Baloo continued. "Racing is so stressful too! Every time we go out on the track it's like we have a big target on our back. And there's always some guys trying to wreck you or throw you off course. I'd almost rather face Don Karnage and his pirates. Flying cargo was a cake walk compared to this!" He sighed deeply, staring at the ceiling of the room. "I never realized how much work racing would be. I work just as hard now as I did for Rebecca."

Kit sat down on his own bed and yawned. He had to admit, he was tired too. "Yeah, but at least you get paid a lot better now."

"Yeah...but work is still work. And it still stinks." Baloo wrinkled his nose. He could almost actually smell the foulness. _No, that's just the socks I've had on the floor since we moved in here, _he realized._ Going to have to find those. _

He snapped his fingers suddenly. "Say, I know what I'm going to do!"

"What's that?" Kit said sleepily.

"What if I saved up all the winnings from all our races from now on? That would add up real quick. If I flew races every day for the next few months, I would have enough to retire! Then I'll quit racing and never have to work another day in my life! What do you think of that plan, Kit?"

"Sounds good to me." Baloo wasn't sure Kit had even heard him. He sounded like he was about to drift off.

"Anyway...forget all that," Baloo said with a wave of his hand. "Now that we've got some time off, what do you want to do, li'l britches? We can do fishing or Louie's or-"

Suddenly Kit was wide awake. He sat up on his bed and looked at Baloo. "You know what I've been wanting to do since we got here?" he asked.

"What?"

"Visit Higher for Hire."

"Really?" Baloo said incredulously. "It hasn't been that long, has it?"

"No, but I can't stop thinking about everyone there. I don't know...I just really miss them. Can we go there, Baloo, please?"

Baloo thought about it. Frankly, it seemed a little boring to him, going back to the place they had just left from. But he saw the yearning in Kit's eyes, and smiled. "Aw, why not? I could stand to see the old gang again, too."

"All right!" Kit said excitedly. He got to his feet in a flash and started gathering up his belongings.

**Cape Suzette**

They spent the rest of the day in the air. It was evening by the time they reached their old hometown. They entered the cliffs as they had so many times before, and everything was the same as it was when they had left. They saw the familiar cannons and flew past all the same houses atop the cliffs. But things felt different. Kit gazed out the window, totally absorbed by the scenery outside, like he was seeing it for the first time.

"Well, here we are again," Baloo said. "Feels kind of weird that we lived here so long and now we're just visiting."

"I know what you mean," Kit said, turning away from the window. He was grinning excitedly from ear to ear. "I can't wait to see everyone again. Do you think they'll be surprised to see us?"

"We'll find out soon enough."

They passed through the cliffs and saw the familiar harbor spread out beneath them, illuminated by moonlight. Kit looked at the waterfront buildings below him, just specks at this altitude. He watched the buildings grow larger as Baloo came in for a landing. As they got closer, Kit sensed something was different, but he couldn't quite put his finger on what it was.

His heart leapt when Higher for Hire came into view. Everything looked the same as when they had left. Even Wildcat's rented plane was still there, parked at the dock.

Baloo noticed this. "Well, Wildcat's rental is still here," he noted. "I guess Becky hasn't found a new pilot yet." He touched down into the water and parked behind the rented plane. He had barely shut the engine off before Kit bounded out of his seat and out the door.

Baloo chuckled at Kit's enthusiasm, then followed behind him, stretching after the long flight. Kit was standing on the pier, looking around the harbor. There was an odd look on his face.

"What's up, kiddo?"

"Baloo, does the harbor seem...different to you?"

Baloo looked around for a moment, shook his head. "No. What do you mean?"

"It seems a lot quieter than before. And look - a lot of the businesses are boarded up."

Baloo realized Kit was right. Other than the calls of a few seagulls, it was abnormally silent. And the light reflecting off the water in the harbor was all moonlight. There was no light coming from any of the businesses around the area – the facades of the buildings were all dark. "Hey, you're right. I wonder what's going on."

They walked up the pier towards Higher for Hire. At least the lights in there were still on. Rebecca was probably working late, Baloo thought. The door of the office was closed. Kit stood by silently as Baloo gently knocked on the door. "I bet Becky will be real happy to see us," he said to Kit.

They heard footsteps inside, then the door opened. It was Rebecca. She looked tired, like she had been at work the whole day. She grew wide-eyed when she saw who was at the door, then broke into a huge smile. "Baloo! Kit!" she said, hugging them both. "It's so good to see you! What brings you two here!"

"A friendly visit," Baloo said casually. "We were in the area and decided to drop by."

Kit was a little more generous. "Actually Miss Cunningham, we made the trip specifically to visit Higher for Hire. We've really missed you guys."

Rebecca beamed at the young cub. "That's really sweet of you, Kit. Give me a minute and I'll come outside."

Baloo noticed that she had been standing in the doorway the whole time, positioning herself so that he and Kit couldn't see inside. "Wait, aren't you going to invite us in so we can see the old place?"

Rebecca suddenly looked very uncomfortable. "I'm not so sure that's a good idea Baloo," she said.

"What do you mean? Why not?"

Rebecca started to say something, but gave up. With a heavy sigh, she reluctantly stepped out of the way to let Baloo and Kit into the office.

Baloo and Kit went inside...and gasped.

The office was stripped bare. Every single piece of furniture and decoration had been removed from the office or put in a box. Those boxes were now the only things in the office; they were stacked about everywhere, almost to the ceiling in some places.

"Wow!" Baloo breathed. "I've heard of minimalist decoration but this is ridiculous!"

Kit looked at Rebecca, who was standing by the door, unable to look either of her former employees in the eye. She looked like she wanted to fall through the floor. "Miss Cunningham...what happened?"

"I lost Higher for Hire, Kit. I couldn't pay the mortgage and the bank foreclosed. I'm moving out of this building."

"Foreclosed? But how? You-I mean we-were doing so well!"

"I was swindled."

"Swindled?" Kit squeaked. "By who?"

Rebecca closed the door. She told the story slowly and objectively, almost as if it had happened to someone else. "A few weeks ago, before you left, a firm called Griffith Investment Advisors convinced me to invest almost all of the company's money with them. But the fund manager, Griffith, turned out to be a con man. I lost everything. So did a lot of other business owners around here. Griffith swindled them too."

"That's terrible!" Kit said.

"Yeah, Becky," Baloo said. He seemed unsure of what to say. "I'm sorry...I know how much this place meant to you."

Rebecca shook her head. "Don't be sorry, Baloo. This wasn't your fault, it was mine. I should have known not to invest so much money with someone I barely knew. And maybe things are better this way."

"What do you mean?" Kit asked.

"This experience has really made me think. About my capabilities, and whether I want to try to start a new business now that Higher for Hire is gone. I think it's time for me to be honest with myself. Let's face it...I'm not cut out to run my own business." Baloo and Kit were shocked. It felt like they had been gone for two years rather than two weeks. Rebecca seemed to have completely changed. The Rebecca Cunningham they knew would have never said something like that.

"But you're a great businesswoman," Kit said.

Rebecca smiled politely. "Thanks, Kit. But any decent businesswoman wouldn't have fallen for a scheme that easily. If I started another company I would probably just put it in the ground again. I've decided I'm better off working for someone else."

"Do you really think so?"

"Yes, I do," Rebecca said matter-of-factly. "And even if I did feel differently...it doesn't matter anymore. A few days ago I accepted a job working for someone else."

Baloo and Kit exchanged glances. The concept of their old boss working for someone else seemed totally foreign to them. "Who?"

"Miniversal Corporation. I applied to be their vice-president of marketing and they hired me based on my business background. I start tomorrow."

Baloo whistled. "Hey, that's great, Becky. Congratulations! See, you're back on your feet already."

Kit shook his head. Rebecca definitely _sounded_ comfortable about her decision. But it seemed at odds with everything he knew about her. "Are you sure that's what you really want to do?" Kit said. "You loved running your own business. You shouldn't give up on it so quickly."

Rebecca wrung her hands, and for a moment Kit saw some doubt in her eyes about her decision. "I did love it, Kit," she whispered. "And maybe I will go back to it someday. But for now, I think this is the right decision for me."

Kit nodded slowly.

"But enough about me!" Rebecca said. She seemed eager to change the subject. "How are you two doing?"

Baloo grinned. He looked as if he been waiting for the question. "Thanks for asking, Beckers. We're doing great! The new job is a lot of work but we've already made a ton of money! In fact we were thinking we might be able to retire soon!"

Rebecca smiled politely, but it was not hard to tell Baloo's words made her feel even worse. Kit shot Baloo an angry look.

"That's wonderful, Baloo," Rebecca said, choosing her words carefully. "I'm...happy for you."

"Say," Baloo said, "I got an idea. Why don't we grab Molly and Wildcat and I can take all you guys out to dinner. You know, to celebrate your new job? I know this great burger place downtown. How about it? My treat!"

To Kit's surprise, Rebecca nodded in agreement. "Okay," she said. "Let's go."

* * *

They flew back to Raceville later that night. During the flight, Kit seemed very quiet. Baloo thought several times that he had fallen asleep, but when he turned to look at the boy he was always awake, gazing straight ahead into the night.

Midway through the flight, Baloo tried to start a conversation. "Man, I am stuffed!" he said, patting his belly. "What a great dinner! Thanks for suggesting this, Kit. You were right. It _was_ nice to see everyone again."

"Baloo, I'm worried," Kit said. His voice was serious. "I've never seen Miss Cunningham look so down before."

Baloo nodded. He should have known that was what was bothering Kit. "Yeah. I feel bad for her too."

"We should really help her."

"Yeah, but how? What can we do?"

"If only we could help her get Higher for Hire back somehow," Kit said. "Say..." he began, "you have some money now...maybe you could help her buy it back from the bank!" He perked up, starting to get excited about his idea.

"Whoa!" Baloo said, holding up his hand like a stop sign. The boy was getting ahead of himself. Baloo felt it was time for a bit of a reality check. "Now hold on, Kit. I'm not so sure she even needs our help. It's not like she's out on the street. She just got a new job...you heard her say so herself!"

"Yeah, but you know as well as I do how much Higher for Hire meant to her. It was her whole life! And it's not like you don't have the money to help!"

Baloo realized Kit was actually serious about his proposal. "Hey, c'mon, do I look like a cash machine?" Baloo said. "That's my money. I earned it fair and square."

"But she's your friend!" Kit protested.

"It's not like I don't have plans for that dough. I'm trying to save it up, remember? For my retirement!"

"Is that more important than helping a friend?"

_He's not listening to anything I say_, Baloo thought. He felt himself getting angry. _Some things a kid just doesn't understand. _"Look, Kit," he said, looking him directly in the eye as he spoke. "It doesn't matter what I'm going to do with the money. The point is, it's my money! Listen, do you know how long I've lived my life broke? Up until two weeks ago I've never had anything in life! And now that I actually have some dough you expect me to just give it away? It's not like a few dollars would help her, anyhow. It takes a lot of cash to buy an entire business back from the bank!"

"Which you have!" Kit said, not shrinking from Baloo's gaze. "And she'd do the same for you!"

Baloo gave a groan of exasperation and turned away to face the controls. He was no longer interested in discussing it.

Kit clasped his hands together. "Please, Baloo," he pleaded, "you have to help her!"

"Forget it, Kit," Baloo said. "I've made my decision and that's final."

"Some friend you are," Kit muttered. He unbuckled his safety belt, left his seat, and stomped off towards the cargo hold. Baloo heard the door slam behind him.

The rest of the flight back to Raceville was made in silence.


	8. A surprising development

**Chapter Eight.**

**Miniversal Corporation Headquarters.**

At precisely 7:45 AM the next day, Rebecca Cunningham entered the Miniversal Corporation headquarters for her first day on the job. She entered the elevator, pressed the button, and watched the needle on the elevator go up, up, and up. She adjusted the frills at the front of her new blue-green suit as she patiently waited for her floor. It took a while to get there. The building had a lot of floors, and her new office was going to be on the fifty-seventh.

There was a soft _ding _as the elevator reached its destination. The doors slid open. There was a reception desk in the lobby. A young secretary sat there, working on something. She looked up as Rebecca approached.

"Can I help you?"

"Hello, I'm Rebecca Cunningham. I'm looking for Mr. Perry? This is my first day on the job and I'm supposed to report to him."

The secretary nodded knowingly. "Ah, you must be must the new vice-president of marketing. I'll let Mr. Perry know you're here." She pressed a button on her desk. Then she reached into the desk and slid a small white card across the desk at Rebecca. "Also, here's your Miniversal ID. It identifies you as a Miniversal employee and you'll need it to get into this building after-hours."

Rebecca took the card. It was made of some rigid modern-looking material, and had her picture and the Miniversal logo on it. She put it in her purse.

The phone on the desk rung. The secretary picked it up. "Mr. Perry?...Yes sir, Rebecca Cunningham is here to see you...Yes...Thank you, sir." She hung up. "Mr. Perry says to go right ahead. He'll show you to your new office."

Rebecca met Mr. Perry in the hallway outside his office. He was a tall, well-dressed leopard. She had met him once before, during her interview. "Good to see you again, Rebecca," he said, extending his hand. "Welcome to Miniversal. We're glad to have you on board."

"Thank you, Mr. Perry," Rebecca said, shaking his hand. "But let's not get ahead of ourselves..I'm not quite on the board yet!"

"Eh?" Perry said. He looked confused.

"Uh...it was a joke," Rebecca said.

Perry gave an awkardly forced laugh. He did not seem to have a great sense of humor. "Right, of course."

They fell into step as they walked down the hallway, toward Rebecca's new office. "Let me tell you some more about myself," Perry said. "As you know, you'll be reporting directly to me for this role. I'm in charge of several departments here at Miniversal, including the marketing department. I also handle some ...special projects...for Mr. Sultan himself."

Rebecca looked at him with curiosity. "That's interesting! What kind of projects?"

"Uh...top secret projects. Only very senior members of the company are allowed in on that information." He seemed to regret bringing the subject up, and changed the topic quickly. "So what did you do before you came here to Miniversal?"

"Well, actually, I had my own business. But it sort of...failed."

"Well, I'm sorry to hear that," Perry said. "But I think you'll like Miniversal. The pay is good and the benefits are excellent...but since you already took the job you probably already knew that."

They came to a large corner office. "Here it is," Perry said. "Your new place."

Rebecca went inside and looked around. The quality of the office was absolutely beyond all her expectations. The desk and chair were top-of-the-line and quite expensive. The view of the city through the two large windows was spectacular. The décor was chic and contemporary. It made her old office at Higher for Higher look absolutely...tacky.

"Wow," Rebecca breathed. "This is much nicer than what I was used to at my old job!"

"You'll also have your own personal assistant," Perry said. "All our employees at your level have one. She'll be entirely at your disposal. We think she'll help make your work at lot easier. I'll send her up once you get settled into your office."

"An assistant?" Rebecca could scarcely believe it. The job was seemingly getting better and better.

Perry glanced at his watch. "Well, I have some other business to take care of, so I'll let you get right to work. You can start off with the Woodward account. Why don't you take a few minutes to get settled in and I'll be back to fill you in on the details."

"Okay. Sure."

"Thank you, Rebecca." Perry smiled and was gone.

Rebecca started putting down her things on the desk. _I can't believe how nice this office is, _she thought. _And I've never had my own personal assistant before...though it would have come in handy a bunch of times. _

She stood by the window to take in the gorgeous view. Sunlight streamed in; she could nearly see the whole city. _Maybe I should have started doing this earlier, _she thought.

**Rebecca's Apartment**

Her first day on the job flew by. She was liking her new company more and more with each passing minute. Miniversal was a very well-run company. After working at Higher for Hire for so long, it was just so refreshing to be in a place where things actually ran smoothly and she wasn't responsible for a hundred things at once.

That evening, she had barely paid the babysitter and closed the door to her apartment before Molly came running into the living room at full speed.

"Mommy!" her daughter said excitedly.

She jumped into Rebecca's arms, almost knocking her over.

"It's good to see you, too, Molly," Rebecca said, laughing. "How was the babysitter?"

"Oh she was fine. How was your first day at work?"

"Actually, it was great! I think I'm going to really like working there!"

"Really?" Molly seemed surprised. "Even better than working at Higher for Hire?"

"Maybe, sweetie!"

As Rebecca put Molly down, she asked, "Mom...do you miss Higher for Hire?"

She had asked the question before. "Oh, honey, I told you. Mommy's moved on. Owning my own business is just not for me. And there's so many good things about my new job. Like, do you remember how I used to have to work all the time?"

"Yeah?"

"Well at this new job I won't have to work nearly as much as I used to. That means I'll be able to spend a lot more time with you!" She tapped Molly playfully on the nose as she said it.

"Really?" Molly crossed her arms and tried to look important. "Then I approve of your new position."

Rebecca laughed. "Come on, pumpkin. Let's get you some dinner and put you to bed."

After dinner, Rebecca went to bed early, and slept as peacefully as she had in a long time. She woke up feeling rested, refreshed, and eager to start her second day at Miniversal. As she slowly got out of bed and began to get ready for work, Molly ran into her room still dressed in her pajamas. She was holding a newspaper in her hand.

"Mom, wake up! Miniversal is in this morning's newspaper!"

Rebecca was still rubbing the sleep out of her eyes. "What, sweetie?"

Molly held up the newspaper for her to see. The headline was printed in bold large letters:

MINIVERSAL BUYS CAPE SUZETTE HARBOR.

SET TO ANNOUNCE MASSIVE CONSTRUCTION PROJECT.

Rebecca suddenly felt more awake. She scanned through the front-page story quickly. It was a dense article. She was still too sleepy to make sense of the whole thing, but something near the bottom of the story caught her eye. An announcement. "A news conference to discuss the project will be held at seven o' clock AM," she read aloud.

They looked at the clock on the nightstand. "That's right now!" Molly said.

Rebecca turned on the radio, switched it to the nearest news station. She heard the sound of applause, followed by a familiar male voice.

"Good morning," the voice said. "I would like to thank you all for joining me here in Cape Suzette Harbor to celebrate this grand opening."

Rebecca suddenly recognized who it was: _Mr. Perry._

Perry's voice continued. "All of us here at Miniversal..."

* * *

"...were shocked to hear about the fraud that took place here recently," Perry said, continuing his speech. He was dressed in his best suit, standing behind a makeshift podium that had been set up on the shore of the harbor. On the beach, a large gathering of reporters scribbed notes and snapped pictures.

"Because of one dishonest individual," he continued, "many hardworking citizens lost their jobs and their businesses. I certainly hope whoever is responsible is brought to justice."

He paused solemnly. "But in the meantime, Miniversal has decided to do its part as a member of the community and help us move forward from this tragedy. So we have purchased this bunch of now-abandoned buildings in order to bring you...this!"

Perry waved his hand with a flourish, and a large banner was unfurled on the stage behind him. The reporters murmured among themselves. It was a banner-size copy of the blueprints for Miniversal's new shipyard...the same blueprints he had presented to the Miniversal board at their last meeting.

"A new shipyard!" Perry announced. "To be constructed right here in Cape Suzette Harbor! This shipyard will save Cape Suzette's economy! The construction of it alone will create hundreds of jobs. And once it's finished, it should double the size of the local shipping industry! Construction will start as soon as possible. We've already scheduled the demolition of the building site. Once we get all these abandoned buildings out of the way we will be able to proceed."

There was a shovel lying against the podium. Perry picked it up.

"And so...I would like to declare the construction of Miniversal Harbor officially under way!" Perry plunged the shovel into the earth at his feet, and the reporters gave polite applause as flashbulbs went off all around him.

_Hope you're listening, Mr. Sultan, _Perry thought to himself. _I told you I could make it work._

* * *

Rebecca switched off the radio. She felt decidedly less excited about being a Miniversal employee.

"Demolition?" Molly repeated. "Does that mean...Higher for Hire..."

_Not just Higher for Hire, _Rebecca thought to herself. _But every single building in the harbor. All that culture and history. Not to mention all the businesses that the owners are still trying to get back. _Rebecca shook her head. She couldn't believe a company – her company, no less – wanted to just blow it all up.

"I don't know, sweetie," she said. "But I'm going to find out."

**Miniversal Corporation Headquarters**

When she went to work later that morning there were already a few protesters gathered outside the Miniversal building. "Save the harbor," they urged Rebecca as she walked past. _I'll do my best, _she thought.

As the day progressed, she found it difficult to get any work done. Everyone in the company seemed to be talking about the new shipyard plans. It was the only topic of conversation around the water fountains and the break rooms, and everyone seemed to have an opinion on it. She was relieved to hear that many, like her, were against the project. Apparently, until today, it had been just as much of a secret to everyone at the company as it had to Rebecca herself.

Late in the afternoon, Perry returned to the office from his news conference. She waited until he was in his office, then walked in. Perry looked up from the paperwork at his desk. "Rebecca. What brings you here?"

"Mr. Perry, I was wondering if I could have a minute of your time," Rebecca said.

Perry seemed slightly annoyed that she had just walked in unannounced. But he said, "I can spare a minute. What's on your mind."

"Well, sir, it's about the new shipyard Miniversal is constructing. I heard the news conference and-"

At the mention of the shipyard Perry's mood suddenly improved. "Ah, so you heard the news. Good. This shipyard is going to be great for Cape Suzette, isn't it?"

"Yes, I suppose it's good news," Rebecca said, although she didn't believe it. "But I was wondering, is it really necessary to demolish all the buildings in the harbor in order to build it?"

Perry nodded. "Yes, we have to. The shipyard plans call for it. Every single building is going to have to come down. Why, is there a problem with that?"

"Well, those are people's homes and businesses you're destroying. A lot of people are attached those things."

Perry waved his hand dismissively. "You mean former homes and businesses, Rebecca. All those buildings are abandoned. There's no one there anymore. Everyone's either moved out or been bought out. We've made sure of it. How can someone be attached to an empty shell?"

"There's a lot of history and culture in that harbor," Rebecca said. She was trying to speak as objectively as possible, but despite herself she felt her emotions rising. "People have memories there. It's defined Cape Suzette ever since I lived here, and for a lot longer than that. Demolishing the harbor is going to destroy all that as well."

"Maybe so, but business is business." Perry frowned slightly. "What's your concern here, anyway? Is there a place in the harbor you're worried about?"

"Well, since you ask there is one place I'm sort of close to. But this isn't about me. This is about Cape Suzette."

"I see, " Perry said. "Well, I'm sorry, Rebecca. The decision has already been made. Those buildings are going to have to come down. I understand what you're saying but you can't make an omelette without breaking a few eggs. Trust me...Cape Suzette will be better off in the end."

Perry's words had an air of finality, and Rebecca suddenly saw that it was all set in stone already. The buildings _were_ going to come down, and there was nothing she, or anyone else, could do about it. These types of decisions were being made by people far above her level and pay grade in the company. She was just going to have to accept it.

She bit her lip. "I understand," she said, nodding. "I guess progress has its price. Sorry to bother you." She turned and began to walk out of Perry's office.

"Hold on, Rebecca," Perry said. "Before you go back to your office, can you fetch a file from the file room for me? I need it for a meeting in the next few minutes. I'm too busy to look for it right now and my assistant is out today." He gave her a description of the file.

"Sure, Mr. Perry. I'll go get it for you," Rebecca said. She left Perry's office and headed to the file room.

The file room was located just a few doors down. She walked in. She was in a large storage area with lots of filing cabinets and shelves. They were filled with archives of all sorts. Rebecca started rummaging through one of the filing cabinets looking for Perry's file, surrounded by stacks of paper. But her mind was elsewhere.

_Maybe Perry's right_, she thought as she rummaged through the files. _Maybe Cape Suzette_ will_ be better off in the end. I mean, it will create a lot of jobs, right? Isn't that what Cape Suzette needs right now?_

She flipped through a whole drawer of files, looking for the correct one. It wasn't where it was supposed to be. She opened the next drawer. Like the last one, it was filled to the brim. She sighed and began flipping through the records.

_Maybe I'm just slow to adapt to change..._She shook her head abruptly. _All right, enough mourning about the harbor, _she thought. _I have to find this file. How can anyone find anything in here? Keeping track of all these records is a full-time job...no wonder they gave me an assistant._

There was a red file sticking out among all the yellow ones in the drawer. Someone had hastily stuffed it there. Rebecca pulled it out. A single piece of paper became dislodged from the file and floated to the ground.

Rebecca picked it up. She saw a drawing of a large complex, outlined in blue and white. It was the blueprint of the new shipyard.

_So that's what it will look like. _She held the drawing up and looked at it for a while, trying to imagine it as it would be constructed. It was hard to get used to the idea. She thought it looked ugly. After some time, she put the drawing down and started to put it back in the folder.

She stopped when she saw the label on the folder. It was marked CONFIDENTIAL. _That's odd, _she thought._ They've already made these plans public. Why would this file still be marked confidential? _Something about it didn't seem right to her. Rebecca was curious; she wanted to look inside.

She looked around the file room. There was no else there but her.

She took a deep breath, then opened the file.

What was inside didn't immediately make sense to her. She saw more blueprints, some financial records, and a few memos related to something called "Operation Deep Blue Sea." And in the very back of the file, a letter. She picked it up.

_From: Perry_

_To: All field agents_

_In order to defend Miniversal Corporation's shipping interests from Khan Industries, I hereby authorize an operation to build a shipyard in Cape Suzette Harbor. All property around the harbor must be acquired immediately. Spencer Griffith will be in charge of bringing the price down by bankrupting the underlying businesses. Do whatever Griffith says to assist him in this effort._

A chill ran down her spine when she read Griffith's name in the letter. She flipped back through the file, to the financial records. She saw they were records of some small businesses, and she even recognized a few of the names. Then she saw Higher for Hire's name in the pile, and she almost gasped out loud when she realized what she was looking at: financial records for every company in Cape Suzette that had been swindled by Griffith.

In a Miniversal file.

She looked through a few more of the documents in the file, and it all started to become clear to her. Griffith hadn't acted alone when he swindled the harbor businesses. Her boss, Perry, had actually hired him to do it. It made sense why – with the business owners out of the picture, Miniversal was able to acquire the entire harbor in one fell swoop, and at a fraction of the cost. And the reason they were building the shipyard wasn't to help Cape Suzette at all, but to compete against Khan.

There was another letter in the file.

_This document is strictly confidential. Unauthorized readers must be terminated, by my authority._

_Signed,_

_Mr. Perry_

"Rebecca, I thought I'd find you here," Perry's voice said.

Her heart nearly jumped into her throat. She looked up and saw Perry walking through the door of the file room towards her. She hastily stuffed the papers back in the folder, put it in the drawer, and slammed the door. She stood up to face Mr. Perry with her back against the cabinet, hoping he hadn't seen anything.

"Oh, Mr. Perry. You startled me," she said breathlessly.

"I just wanted to tell you that you don't need to bother looking looking for that file anymore," Perry said calmly. "My meeting was cancelled so I don't need it anymore."

Apparently he hadn't seen anything. _Whew. _"Ok, great," Rebecca said. She smiled at him, hoping he would go away.

Perry noticed she was acting odd. "Is everything okay? You seem nervous about something."

"Me, nervous? Do I look nervous? Why would I be nervous? I have absolutely no reason to be nervous!" Rebecca tried to laugh, but it didn't sound very convincing.

Perry wasn't going away. He just stood there, looking quizzically at her. He seemed to be catching on that something was wrong.

Rebecca's heart began to pound. She wanted to get out of there. The longer she stayed there, the more danger she was in. "Uh, Mr. Perry," she said, "I just remembered there's something I have to do in my office. It's very important. You'll have to excuse me!"

Then she ran out of the file room as fast as she could.

Perry was dumbfounded. _What was all that about? _he thought. Curious, he went to the file cabinet Rebecca had just closed. The edge of the red file was still sticking out of the drawer. Perry pulled out the file and immediately knew what had happened.

Furious, he nearly kicked the cabinet over in anger. _What is that file doing here? I thought I ordered it to be destroyed! _He tossed the file in the nearest trash can, lit a match, and set fire to it.

As he watched it burn, he debated what to do next. Rebecca must have found out everything, he reasoned. That explained why she was so nervous, and why she had left the room so quickly. He also knew she was also sympathetic towards the harbor. That meant she was probably going to be trouble. Something would have to be done.

_Looks like she'll have to go on a leave of absence, _he thought. _A permanent one._

**Somewhere over the ocean**

Spencer Griffith shifted uncomfortably in his chair in the cockpit of the plane. These accomodations were rather distasteful to him. He would have much preferred flying first class, or at least a better plane. Perhaps on the next trip, he thought, he could ask Frankie to purchase a new one. He looked outside at the afternoon sky. They were flying somewhere over the open ocean. There was nothing but water around.

Frankie, Griffith's henchman, was a shifty-looking weasel sitting in the pilot's seat of the plane. "Hey boss," he said, "we sure pulled one over on that Cape Suzette place, eh? Those business owners never knew what them!"

Griffith laughed. "They sure didn't, Frankie. And we got away scot free...again." He sighed contentedly. "Just think about it, Frankie. Three years ago we were both locked away in prison. Now we have more money than we know what to do with. We're on a hot streak, Frankie. The last three cities we've hit have been gold mines!"

Frankie nodded. "Yeah, and we even got paid to run the Cape Suzette job!"

Griffith laughed again. He still could scarcely believe that. It wasn't often that a big corporation actually _paid_ him to defraud a bunch of people. Secretly, he thought that the man who had hired him, Perry, was a lunatic. That Operation Deep Blue Sea of his sounded like the craziest scheme ever. But as long as his money was good - and it was - Griffith wasn't one to ask questions or raise doubts.

"We're almost at our refueling stop," Frankie said. "When are you going to tell me where we're going next? How about a vacation so we can spend all our loot?"

Griffith shook his head. "Negative. No rest for the weary. We're going straight to the next target city."

"And where's that?"

"Someplace new." Griffith pulled a map from his pocket. He spread it out onto the dashboard and pointed to a small city inland. "I haven't been there before, but I'm told it's a gambling and racing town. Lots of people there with excess money to steal."

Frankie nodded. "Sounds promising. What's the name of it?"

Griffith closed the map. "It's a place called Raceville."


End file.
